-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mank6dFzwIrod0axoL0HqvK93VNiqyHgcEJpE/35qcEaeptBiW4m5lIpOpCDpNYW DzsO8WNSF0cGhApcuLY5Vw== 0000950138-96-000047.txt : 19960326 0000950138-96-000047.hdr.sgml : 19960326 ACCESSION NUMBER: 0000950138-96-000047 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960423 FILED AS OF DATE: 19960325 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 96537945 BUSINESS ADDRESS: STREET 1: 500 N. BROADWAY STREET 2: 14TH FLOOR CITY: ST LOUIS STATE: MO ZIP: 63102-2188 BUSINESS PHONE: 3143422000 MAIL ADDRESS: STREET 1: 500 N BROADWAY CITY: ST LOUIS STATE: MO ZIP: 63102-2188 DEF 14A 1 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(3)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 STIFEL FINANCIAL CORP. - ------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a 6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. 2 [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- 3 STIFEL FINANCIAL CORP. 500 NORTH BROADWAY ST. LOUIS, MISSOURI 63102-2188 (314) 342-2000 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD TUESDAY, APRIL 23, 1996 To the Holders of the Common Stock of Stifel Financial Corp. The Annual Meeting of Stockholders of Stifel Financial Corp., a Delaware corporation (the "Company"), will be held in the Crystal Room, 3rd Floor, Missouri Athletic Club, 405 Washington Avenue, St. Louis, Missouri, on Tuesday, April 23, 1996 at 10:00 a.m., for the following purposes: 1. To elect two (2) members of the Board of Directors; 2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent accountants for the year ending December 31, 1996; and 3. To consider and act upon such other business as may properly come before the meeting and any adjournment thereof. The Company's Board of Directors has fixed the close of business on March 12, 1996 as the record date for the determination of stockholders entitled to receive notice of and to vote at the meeting and any adjournment thereof. By Order of the Board of Directors. Charles R. Hartman, Assistant Secretary March 22, 1996 St. Louis, Missouri WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES. 4 STIFEL FINANCIAL CORP. 500 NORTH BROADWAY ST. LOUIS, MISSOURI 63102-2188 (314) 342-2000 PROXY STATEMENT For Annual Meeting of Stockholders to be Held on Tuesday, April 23, 1996 Approximate Date of Mailing: March 22, 1996 GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Stifel Financial Corp., a Delaware corporation (the "Company"), for use at the Annual Meeting of Stockholders to be held on Tuesday, April 23, 1996 at 10:00 a.m. in the Crystal Room, 3rd Floor, Missouri Athletic Club, 405 Washington Avenue, St. Louis, Missouri, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. All proxies will be voted in accordance with the instructions contained in the proxy. If no choice is specified, proxies will be voted in favor of the election of the nominees for director proposed by the Board of Directors in Proposal I, and in favor of the ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's independent accountants for the year ending December 31, 1996, as recommended by the Board of Directors. A stockholder who executes a proxy may revoke it at any time before it is exercised by delivering to the Company another proxy bearing a later date, by submitting written notice of such revocation to the Assistant Secretary of the Company or by personally appearing at the Annual Meeting and casting a contrary vote. A plurality of the votes cast is required for the election of directors. Under the General Corporation Law of the State of Delaware, an abstaining vote is not deemed to be a "vote cast." As a result, abstentions and broker "non-votes" are not included in the tabulation of the voting results on the election of directors and, therefore, do not have the effect of votes in opposition. The ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's independent accountants requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote. Abstentions on such matter will be counted for the purpose of determining the number of shares represented by proxy at the meeting for such matter, and shall therefore have the same effect as if such shares were voted against such ratification. Broker "non-votes" will be treated as not represented at the meeting as to the ratification of Coopers & Lybrand L.L.P. for purposes of determining the number of votes needed for approval. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker "non-votes" and the shares as to which stockholders abstain are included for purposes of determining whether a quorum of shares is present at a meeting. 5 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The close of business on March 12, 1996 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Each outstanding share of the Company's common stock, $0.15 par value ("Common Stock"), is entitled to one vote. On March 12, 1996, there were outstanding and entitled to vote 4,476,491 shares of the Common Stock. Ownership of Directors, Nominees and Executive Officers The following table sets forth information regarding the amount of the Common Stock beneficially owned, as of March 12, 1996, by each director of the Company, each nominee for election as a director of the Company, the executive officers named in the Summary Compensation Table and all directors and executive officers of the Company as a group: Name Beneficially Owned (1) Class (1) - ----------------------------------- ---------------------- ------------------ George H. Walker III............... 410,030 (2)(3) 9.10% Gregory F. Taylor.................. 76,256 (2)(4) 1.70% James D. Sumption.................. 32,035 (2)(5) (7) John J. Goebel..................... 17,016 (2)(3) (7) Rick E. Maples..................... 14,194 (2) (7) Lawrence E. Somraty................ 10,960 (2) (7) Charles R. Hartman................. 7,338 (2)(6) (7) Belle A. Cori...................... 7,292 (2) (7) Richard F. Ford.................... 7,292 (2) (7) Robert E. Lefton................... 6,977 (2) (7) Charles A. Dill.................... 5,250 (2) (7) Directors and Executive Officers as a Group (18 persons).......... 693,751 (1)(2) 15.01% - --------------- (1) Shares issuable upon exercise of options included herein were deemed to be outstanding for purposes of calculating the percentage of outstanding shares for each person holding such options but were not deemed to be outstanding for the purpose of calculating the percentage of outstanding shares for any other person. (2) Includes the following shares which such persons and group have the right to acquire within the 60 days after March 12, 1996 upon the exercise of stock options: Mr. Walker -- 30,384, Mr. Sumption -- 14,581, Mr. Taylor -- 13,448, Mr. Goebel -- 6,077, Ms. Cori -- 6,077, Mr. Ford -- 6,077, Mr. Somraty -- 5,992, Mr. Lefton -- 5,788, Mr. Dill -- 5,250, Mr. Hartman -- 4,135, Mr. Maples -- 3,891, and directors and executive officers as a group -- 144,962 and also includes the following shares allocated to such persons and group under the Stifel, Nicolaus Stock Ownership Plan and Trust: Mr. Walker -- 4,706, Mr. Somraty --3,753, Mr. Maples -- 679, Mr. Taylor -- 630, Mr. Sumption -- 525, and directors and executive officers as a group -- 16,543. (3) Includes 9,724 shares held by the George Herbert Walker Foundation as to which Messrs. Goebel and Walker, as trustees, share voting power. (4) Excludes 1,457 shares owned separately by Mr. Taylor's wife and children; Mr. Taylor disclaims beneficial ownership of such shares. 6 (5) Includes 4,800 shares of Common Stock awarded to Mr. Sumption which he holds subject to restrictions which will lapse on July 31, 1996 and July 31, 1997, provided that he remains in the employ of the Company. (6) Excludes 2,100 shares owned by Mr. Hartman's wife. Mr. Hartman disclaims beneficial ownership of such shares. (7) Shares beneficially owned do not exceed one percent of the outstanding shares of Common Stock. Ownership of Certain Beneficial Owners On March 12, 1996, the following persons were the only persons known to the Company to be beneficial owners of more than five percent (5%) of the Common Stock: Shares Beneficially Owned Name and Address as of March 12, 1996 Percent - ------------------------------------------- ------------------------- ------- AEGON USA, Inc............................. 1,350,275 (1) 23.17% 4333 Edgewood Road N.E. Cedar Rapids, Iowa 52499 Heartland Advisors, Inc.................... 619,369 (2) 13.84% 790 North Milwaukee Street Milwaukee, Wisconsin 53202 George H. Walker III....................... 410,030 (3) 9.10% 500 North Broadway St. Louis, Missouri 63102 Scattered Corp............................. 409,185 (4) 9.14% 640 North LaSalle Street, Suite 300 Chicago, Illinois 60610 John Latshaw............................... 334,145 (5) 7.46% 3 Dunford Circle Kansas City, Missouri 64113 - --------------- (1) Five subsidiaries of AEGON USA, Inc. are the holders of $10,000,000 aggregate principal amount of the Company's 11.25% Senior Convertible Notes Due September 1, 2000 (the "Notes"). The shares shown are the shares issuable upon conversion of the Notes which are convertible into shares of Common Stock at any time prior to maturity. The conversion price is subject to adjustment in certain events and is currently $7.41 per share. Such shares are not currently outstanding but were deemed to be outstanding for purposes of calculating the percentage of outstanding shares held by AEGON USA, Inc. (2) The information shown is based on a Schedule 13G, dated February 9, 1996 of Heartland Advisors, Inc. The number of shares reflected on the Schedule 13G as of December 31, 1995, has been adjusted to reflect the five percent stock dividend distributed by the Company on February 20, 1996. This Schedule 13G indicates that Heartland Advisors, Inc. is an investment 7 adviser registered under Section 203 of the Investment Advisers Act of 1940 and has the sole power to vote or direct the vote 396,874 of the shares, and has the sole power to dispose of or to direct the disposition of all of the shares. (3) See notes 1, 2 and 3 to the preceding table. (4) The information shown is based on an Amendment No. 4 to a Schedule 13D, dated January 19, 1996 of Scattered Corp. The number of shares reflected on Amendment No. 4 to the Schedule 13D has been adjusted to reflect the stock dividend distributed by the Company on February 20, 1996. This Schedule 13D indicates that Scattered Corp. is a broker-dealer incorporated in the State of Illinois and has the sole power to vote or direct the vote of the shares. (5) The information shown is based on Amendment No. 4 to the Schedule 13D, dated August 11, 1995 of Mr. Latshaw and Latshaw Enterprises, Inc. ("Laten"), a Delaware corporation of which Mr. Latshaw is Chairman of the Board and Chief Executive Officer. The number of shares reflected on Amendment No. 4 to the Schedule 13D has been adjusted to reflect the stock dividend distributed by the Company on February 20, 1996. Amendment No. 4 to the Schedule 13D indicates Mr. Latshaw is the beneficial owner of 69.2% of Laten's shares.The information in such Schedule 13D indicates that Mr. Latshaw has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, the shares owned by him, and shares with Laten the power to vote, or to direct the vote, and the power to dispose of, or direct the disposition of, the shares owned by Laten. PROPOSAL I: ELECTION OF DIRECTORS In accordance with the by-laws of the Company, the Board of Directors has fixed the number of directors at seven directors, divided into three classes of three, two and two directors, with the terms of office of each class ending in successive years. The Board of Directors has nominated Belle A. Cori and Gregory F. Taylor for election as directors to hold office until the 1999 Annual Meeting of Stockholders and until their respective successors are elected and qualified in the class to which such director is assigned or until their earlier death, resignation or removal. James M. Oates, whose term as a director was to end at the 1998 Annual Meeting, resigned as a member of the Board of Directors of the Company as of October 31, 1995. Proxies cannot be voted for more than two nominees. Shares represented by your proxy will be voted in accordance with your direction as to the election as directors of the persons listed below as nominees. In the absence of direction, the shares represented by your proxy will be voted FOR such election. In the event any of the persons listed as nominees becomes unavailable as a candidate for election, it is intended that the shares represented by your proxy will be voted for the balance of those named. Certain information with respect to each of the nominees and each of the continuing directors is set forth below, including any positions they hold with the Company and its principal subsidiary, Stifel, Nicolaus & Company, Incorporated ("Stifel, Nicolaus"). 8
Served as Director Positions or Offices Continuously Name Age with the Company and Stifel, Nicolaus Since - ---------------------------------- --- ------------------------------------- ------------ NOMINEES FOR TERMS ENDING IN 1999 Belle A. Cori 58 None 1990 Gregory F. Taylor 46 President and Chief Executive Officer 1988 of the Company and Stifel, Nicolaus DIRECTORS WITH TERMS ENDING IN 1997 Charles A. Dill 56 None 1995 Richard F. Ford 59 None 1984 John J. Goebel 66 None 1987 DIRECTORS WITH TERMS ENDING IN 1998 Robert E. Lefton 64 None 1992 George H. Walker III 65 Chairman of the Board of the Company 1981 and Stifel, Nicolaus
The following are brief summaries of the business experience during the past five years of each of the nominees for election as a director of the Company and the other directors whose terms of office as directors will continue after the Annual Meeting, including, where applicable, information as to the other directorships held by each of them. Nominees Belle A. Cori has been Chairman of Eau Claire Mattress Manufacturing Corporation, a mattress manufacturer, since 1990 and, prior thereto, she was President of such corporation. Ms. Cori was a Vice President and Manager of the Business Service Department of Boatmen's Trust Company from 1980 until 1986 and she was Vice President, Investment and Trust Planning, of Boatmen's Trust Company from 1986 to 1989. Gregory F. Taylor was branch manager of Stifel, Nicolaus' Chicago branch from October, 1985 until July, 1988. He became Executive Vice President and Director of National Sales and Marketing of Stifel, Nicolaus in July, 1988, Chief Operating Officer in November, 1991 and President and Chief Executive Officer as of October 26, 1992. He was elected a Vice President of the Company in October, 1991 and President and Chief Executive Officer as of October 26, 1992. The Board of Directors recommends a vote FOR the election of each of the nominees for director of the Company. 9 Continuing Directors Charles A. Dill has been a General Partner of Gateway Equity Partners IV, since November, 1995. From 1991 to 1995, Mr. Dill had been the President, Chief Executive Officer and a director of Bridge Information Systems, Inc., a company providing online information and trading services. From 1988 to 1990 Mr. Dill was President and Chief Operating Officer of AVX Corporation; prior thereto, he was a senior vice president with Emerson Electric Co. Mr. Dill is a director of ZOLTEK, Inc. Richard F. Ford is a Managing General Partner of the management companies which act as a General Partner of Gateway Mid-America Partners, L.P., Gateway Venture Partners II, L.P., Gateway Venture Partners III, L.P., and Gateway Partners, L.P., private venture capital funds formed in 1984, 1987, 1990 and 1994, respectively. Mr. Ford is a director of CompuCom Systems, Inc. and D&K Wholesale Drug. John J. Goebel has been a partner in the law firm of Bryan Cave LLP since 1966 and has been associated with that firm since 1956. Robert E. Lefton, Ph.D. has been President and Chief Executive Officer of Psychological Associates, Inc., an international training and consulting firm, since 1958. Dr. Lefton is a director of Allied Healthcare Products, Inc., Greenfield Industries, and Wave Technology. George H. Walker III joined Stifel, Nicolaus in 1976, became President and Chief Executive Officer of Stifel, Nicolaus in December, 1978, and became Chairman of Stifel, Nicolaus in July, 1982. From the time of the organization of the Company in 1981 Mr. Walker has served as its Chairman of the Board and, until October 26, 1992, Mr. Walker served as its President and Chief Executive Officer. Mr. Walker is a director of Laclede Steel Company, Laidlaw Corp. and EAC Corporation. He is active in various community activities and is a former Chairman of Downtown St. Louis, Inc. and Webster University. He currently is Chairman of the Missouri Historical Society and Chairman of the Advisory Committee of Webster University Business School. Board of Directors and Committees During the year ended December 31, 1995, the Board of Directors of the Company met five times, including both regularly scheduled and special meetings. During such year all of the incumbent directors attended at least 75% of all meetings held by the Board of Directors and all committees on which they serve. The standing committees of the Board of Directors are the Executive Committee, Audit Committee, Compensation Committee, Finance Committee and Nominating Committee. Executive Committee. Messrs. Walker (Chairman), Taylor and Goebel are the current members of the Executive Committee, and Mr. Oates served on the committee until his resignation on October 31, 1995. Except to the extent limited by law, the Executive Committee has all the authority of the Board of Directors. The Executive Committee did not meet during the year ended December 31, 1995. Audit Committee. Messrs. Dill (Chairman), Ford and Goebel are the current members of the Audit Committee. (Mr. Oates was the former Chairman.) The 10 functions of the Audit Committee are to monitor and assess the adequacy of systems and procedures for providing reliable financial statements of the Company and its subsidiaries, as well as suitable internal financial controls, to review and approve the scope and performance of the independent external and internal auditors' work, and to make such recommendations as it deems necessary to the Board of Directors regarding the Company's financial statements, financial controls and related matters. The Audit Committee met four times during the year ended December 31, 1995. Compensation Committee. Mr. Lefton (Chairman) and Ms. Cori are members of the Compensation Committee. The functions of the Compensation Committee are to recommend salary and bonus levels for the senior officers of the Company and its subsidiaries and to administer the Company's employee stock plans. The Compensation Committee met five times during the year ended December 31, 1995. Finance Committee. Messrs. Ford (Chairman), Dill and Lefton and Ms. Cori are the current members of the Finance Committee, and Mr. Oates served on the committee until his resignation on October 31, 1995. The functions of the Finance Committee are to review and monitor the consolidated financial condition of the Company. The Finance Committee met five times during the year ended December 31, 1995. Nominating Committee. Messrs. Walker (Chairman), Lefton and Goebel are the current members of the Nominating Committee, and Mr. Oates served on the committee until his resignation on October 31, 1995. The function of the Nominating Committee is to identify, evaluate and select potential director nominees. The Nominating Committee did not meet during the year ended December 31, 1995. Compensation of Directors. Non-employee directors are paid annual compensation at a rate of $15,000 for attendance at Board of Directors meetings and $250 for attendance at Committee meetings and are reimbursed for expenses incurred in attending such meetings. In addition, Mr. Oates received $3,200 for special committee work during the year of 1995. Directors who are employees do not receive any compensation for service as directors, but the Company pays their expenses for attendance at Board meetings. EXECUTIVE COMPENSATION For the years ended December 31, 1995 and December 31, 1994, the five-month transition period from July 30, 1993 to December 31, 1993 ("Transition Period"), and the fiscal year ended July 30, 1993 the following table presents summary information concerning compensation awarded or paid to, or earned by, the Chief Executive Officer and each of the other four most highly compensated executive officers for the year ended December 31, 1995 for services rendered to the Company and it subsidiaries. 11 SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation ------------------------- ---------------------- Other Annual Restricted All Other Compensation Stock Options Compensation Name and Principal Position Year Salary ($) Bonus ($) ($) Awards ($) SARS (#) ($) - --------------------------- ----- ---------- ------------- ------------ ------------ -------- ------------ Gregory F. Taylor(3) 1995 186,458 -0- -- -0- -0- 1,113 President and Chief 1994 175,000 -0- -- -0- -0- 1,110 Executive Officer of the 1993T 72,917 58,000 50,314 -0- -0- 1,469 Company and Stifel, 1993 175,000 274,400 27,150 -0- -0- 4,162 Nicolaus Rick E. Maples 1995 140,000 811,381 -- -0- -0- 8,288 Senior Vice President of 1994 140,000 98,048 -- -0- -0- 8,285 Stifel, Nicolaus 1993T 55,833 203,227 -- -0- -0- 1,469 1993 121,667 467,996 -- 33,125 -0- 11,890 Charles R. Hartman 1995 150,000 150,000 -- -0- -0- 41,258 Senior Vice President 1994 82,991 81,250 -- -0- 15,750 36,276 of Stifel, Nicolaus 1993T -- -- -- -- -- -- 1993 -- -- -- -- -- -- James D. Sumption 1995 250,000 22,500 -- -- -- 250 President of 1994 250,000 10,000 -- -- -- 250 Pin Oak Capital, Ltd. 1993T 104,167 11,677 -- -- -- 634 1993 250,000 61,147 -- 82,500 -- 3,557 Lawrence E. Somraty 1995 124,583 61,466 -- -- -- 250 Chief Executive Officer 1994 83,750 52,756 -- -- -- 250 of Century Securities 1993T 32,813 13,070 -- -- -- 355 Associates, Inc. 1993 78,438 34,758 -- -- -- 2,258 - --------------- (1) Represents bonuses paid under the executive compensation plans described in the Compensation Committee Report on Executive Compensation set forth elsewhere in this Proxy Statement. (2) The named executive officers received certain perquisites in 1995, 1994, the Transition Period and fiscal 1993, the amount of which did not exceed the lesser of $50,000 or 10% of any such officer's salary and bonus. The amounts reflected for Mr. Taylor represent tax reimbursement payments in connection with restricted stock awards granted prior to fiscal 1992. (3) Mr. Taylor has served as President and Chief Executive Officer of the Company and Stifel, Nicolaus since October 1992; prior thereto (including the portion of fiscal 1993 prior to October 1992) he served as Vice President of the Company and Executive Vice President and Chief Operating Officer of Stifel, Nicolaus. (4) The Company contributed $250 to the Profit Sharing Plan for each named executive officer and $863 to the Employee Stock Purchase Plan for Messrs. Taylor, Maples and Hartman. The Company paid $20,493 in moving expenses and forgave a loan amount of $19,652 (principal and interest) for Mr. Hartman. The Company paid a premium of $7,175 on behalf of Mr. Maples for a life insurance policy. 12 (5) The Company contributed $250 to the Profit Sharing Plan for each of Messrs. Taylor, Maples, Sumption and Somraty and $860 to the Employee Stock Purchase Plan for each of Messrs. Taylor and Maples. The Company paid $36,276 in moving expenses for Mr. Hartman. The Company paid a premium of $7,175 on behalf of Mr. Maples for a life insurance policy. (6) The Company contributed $117 to the Profit Sharing Plan for each of Messrs. Taylor, Maples, Sumption and Somraty. Contributions by the Company to the Employee Stock Ownership Plan were made as follows: Mr. Taylor ($724), Mr. Maples ($724), Mr. Sumption ($517) and Mr. Somraty ($238). The Company contributed $628 each for Messrs. Taylor and Maples toward the purchase of the Company's common stock under the Employee Stock Purchase Plan. (7) The Company contributed $2,171 to the Employee Stock Ownership Plan for each of the named executive officers, except that the Company contributed $1,015 for Mr. Somraty. Contributions by the Company to the Profit Sharing Plan were as follows: Mr. Taylor ($1,206), Mr. Maples ($1,759), Mr. Sumption ($1,386) and Mr. Somraty ($1,243). The Company contributed $785 for each of Messrs. Taylor and Maples towards the purchase of the Company's common stock under the Employee Stock Purchase Plan. The Company paid a premium of $7,175 on behalf of Mr. Maples for a life insurance policy. (8) On October 7, 1992, Mr. Maples was granted 5,000 shares of restricted stock, at which time the closing price of the Company's Common Stock was $6.625 per share. As of the end of 1995, the aggregate stock holdings of Mr. Maples consisted of 5,000 shares worth $31,550 at the then current market value. The amount reported in the Table represents the market value of the shares at the date of grant ($6.625 per share) determined without giving effect to the diminution of value attributable to the restrictions on such stock at the time of grant. The restrictions on Mr. Maples' restricted stock lapsed on August 31, 1993, 1994 and 1995. (9) Mr. Hartman has served as General Counsel to Stifel, Nicolaus since June, 1994; prior thereto he was not employed by the Company or Stifel, Nicolaus. (10) On August 1, 1992, Mr. Sumption was granted 12,000 shares of restricted stock, at which time the closing price of the Company's Common Stock was $6.875 per share. As of the end of 1995, the aggregate restricted stock holdings of Mr. Sumption consisted of 12,000 shares worth $79,500 at the then current market value, without giving effect to the diminution of value attributable to the restrictions on such stock. The restrictions of Mr. Sumption's restricted stock lapsed in the amount of 2,400 shares on each of July 31, 1993, 1994 and 1995, respectively, and restrictions on the remaining shares will lapse on July 31 of 1996 and 1997 in the amounts of 2,400 and 2,400 shares, respectively. Mr. Sumption is entitled to receive dividends on the restricted shares.
The following presents certain information concerning stock options granted to the named executive officers during the year ended December 31, 1995, and year-end stock option values. No stock options were exercised by the named executive officers during the year ended December 31, 1995. OPTION GRANTS IN LAST YEAR No stock option grants were made to the named executive officers during the year ended December 31, 1995. 13 YEAR-END OPTION VALUE
Total Number of Shares for which Unexercised Options Total Value of Unexercised, held at In-the-Money Options held at No. of Shares December 31, 1995 December 31, 1995 Acquired on ------------------------------ ------------------------------ Name Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable - ------------------- -------------- -------------- -------------- -------------- -------------- -------------- Gregory F. Taylor 0 $0 13,448 0 $11,232 $0 Rick E. Maples 0 $0 3,891 0 $ 5,346 $0 Charles R. Hartman 0 $0 4,135 12,403 $ 0 $0 James D. Sumption 0 $0 14,581 0 $14,628 $0 Lawrence E. Somraty 0 $0 5,992 0 $ 8,234 $0 - --------------- (1) Based on the Company's Common Stock closing price on December 31, 1995 of $6.31 ($6.625 actual, adjusted for the 5% stock dividend declared January 23, 1996).
Employment Agreements The Company and George H. Walker III entered into an Employment Agreement as of August 21, 1987 and a First Amendment to Employment Agreement as of December 2, 1991, which provides for the employment of Mr. Walker by the Company at a base salary as established from time to time by the Board of Directors, but not less than $150,000 per annum. Mr. Walker is also eligible to participate in all incentive compensation plans and other employee benefits provided to senior executive officers. The term of the Agreement is to December 31, 1997, as explained below. The Agreement provides that the term of employment is to December 31, 1996; provided, however, that on December 31, 1995, and on each December 31 thereafter, the term shall be automatically extended for one additional year unless, prior to such December 31, the Board elects not to extend. Since the Board did not elect not to extend the term of employment prior to December 31, 1995, the Agreement was extended by its terms to December 31, 1997. The Agreement, as amended, also provides that Mr. Walker will provide consulting and advisory services to the Company for a period of two years following the termination date of his employment for a fee of $75,000 per annum and contains a one year non-competition covenant following the end of his consulting period. The obligations of the Company under Mr. Walker's Agreement will terminate upon the death or (except as described below) resignation of Mr. Walker, except that, if his employment is terminated by reason of death or disability, payments will continue in accordance with the Company's regular policies. If Mr. Walker's employment is terminated by the Company for any other reason (other than a "Good Cause Event" defined in the Agreement) or if he resigns within one year after a Change of Control (as defined below), the Company will: (a) continue his insurance benefits and (b) pay him a lump sum payment equal to the total of the present value of monthly payments equaling 1/12 of his current compensation (including bonus and incentive compensation payments) at the date 14 of termination payable over the remaining term of the Agreement, but not less than one year, or three years in the event of his resignation, or a termination by the Company in breach of the Agreement, after a Change in Control. Such payments are subject to reduction to the extent they exceed the amounts deductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). "Change of Control" is defined in Mr. Walker's Agreement as (a) the acquisition, in one or a series of transactions by a person or group of persons acting in concert, of beneficial ownership in more than 25% of the outstanding voting stock of the Company, (b) the receipt of proxies for the election of directors in opposition to management's nominees which aggregate more than 40% of the outstanding voting stock, or (c) the sale or issuance of such number of shares of voting stock of the Company for consideration other than cash in any transaction or series of related transactions which constitutes more than 25% of the outstanding voting power of the Company after giving effect to such issuance or sale. The Company and Gregory F. Taylor entered into an Employment Agreement as of July 26, 1993 which provides for the employment of Mr. Taylor by the Company at a base salary as established from time to time by the Board of Directors, but not less than $175,000 per annum. Mr. Taylor is also eligible to participate in all incentive compensation plans and other employee benefits provided to senior executive officers. The term of employment in Mr. Taylor's Agreement is to July 31, 1996; provided, however, the obligations of the Company under the Agreement will terminate upon the death or (except as described below) resignation of Mr. Taylor, except that, if his employment is terminated by reason of death or disability, payments will continue in accordance with the Company's regular policies. If Mr. Taylor's employment is terminated by the Company for any other reason (other than a "Good Cause Event" defined in the Agreement) or if he resigns within one year after a Change of Control (as defined below), the Company will: (a) continue his insurance benefits and (b) pay him a lump sum payment equal to the total of the present value of monthly payments equaling 1/12 of his current compensation (including bonus and incentive compensation payments) at the date of termination payable over the remaining term of the Agreement, but not less than one year. Such payments are subject to reduction to the extent they exceed the amounts deductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). "Change of Control" is defined in Mr. Taylor's Agreement as (a) the acquisition, in one or a series of transactions by a person or group of persons acting in concert, of beneficial ownership in more than 25% of the outstanding voting stock of the Company, (b) the receipt of proxies for the election of directors in opposition to management's nominees which aggregate more than 40% of the outstanding voting stock, (c) the sale or issuance of such number of shares of voting stock of the Company for consideration other than cash in any transaction or series of related transactions which constitutes more than 25% of the outstanding voting power of the Company after giving effect to such issuance or sale, (d) the sale or other transfer of 50% or more of the capital stock of Stifel, Nicolaus or (e) the sale or other transfer of all or substantially all of the assets of the Company or Stifel, Nicolaus. Stifel, Nicolaus and Charles R. Hartman entered into a letter agreement on May 23, 1994 which provides for the employment of Mr. Hartman at a base salary of $150,000 per annum. Mr. Hartman is eligible to participate in the executive 15 bonus pool and, for fiscal 1994, 1995 and 1996, his bonus payment has been guaranteed to be no less than $150,000 (pro rated for that portion of each year actually employed). He was also provided a relocation allowance of $36,276, a $50,000 interest-bearing line of credit due June 30, 1995, a $75,000 loan which is forgivable over a five year period if he continues employment with Stifel, Nicolaus, and options to purchase 15,750 shares of Common Stock of the Company. Mr. Hartman is also eligible to participate in all other employee benefits provided to senior executive officers. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors has furnished the following report on executive compensation for the year ended December 31, 1995: Executive Officer Compensation Policies and 1995 Results The Compensation Committee of the Board of Directors administers the Company's executive officer compensation programs, consisting primarily of base salary and performance-based annual bonuses. In addition, the Committee has the discretion to grant restricted stock awards and stock options. The Committee believes it has established compensation policies for the Company's executive officers that will attract and retain talented individuals and reward productivity and profitability. Salaries and salary adjustments for executive officers are based on the responsibilities, performance and experience of each executive. Traditionally, the Company has paid modest salaries relative to comparable executive positions at other publicly held companies and relied on an annual bonus program to fairly compensate and motivate executives. At several meetings during 1995, the Compensation Committee reviewed compensation levels of executive officers of publicly-held regional brokerage firms in connection with its evaluation of the Company's overall compensation programs. The Compensation Committee has made such review a regular process of its responsibilities. Messrs. Taylor and Hartman participate in the executive bonus pool program. Over the last several years, the Compensation Committee has modified this annual bonus program by introducing a formula based approach and eliminating the discretion related to annual bonuses. Under the 1995 executive bonus program, bonuses would have been paid if pre-tax income for the Company exceeded a specified level and certain performance-based factors, such as targets for return on revenues and return on stockholders' equity, were satisfied. As a result of Company-wide performance in 1995, no bonuses were paid to Mr. Taylor. In addition, no bonuses would have been paid to Mr. Hartman, except that in connection with his recruitment as an executive officer of the Company, the Company agreed to guarantee Mr. Hartman's 1995 and 1996 bonus payments at no less than $150,000. Mr. Maples participates in a bonus pool for the Company's financial institutions group of the corporate finance group. Mr. Sumption participates in a bonus pool based on the financial performance of Pin Oak Capital, Ltd. Mr. Somraty participates in a bonus pool based on the financial performance of Century Securities Associates, Inc. These pools receive a variable percentage of pre-tax, "after allocation," income of the applicable business unit. Individual percentages with respect to these bonus pools are determined by the director of the business units, subject to the approval of the Chief Executive Officer. 16 In addition, Mr. Taylor has an employment agreement and Mr. Hartman has a letter agreement. The principal terms of such agreements have also been described above under "Executive Compensation -- Employment Agreements". The employment agreement with Mr. Taylor and the letter agreement with Mr. Hartman were each approved by the entire Board of Directors. While the Committee believes that the Company's various annual bonus programs and employment agreements will reinforce the importance of long-term values for the Company's stockholders, the Committee also seeks to promote the identity of long-term interests between the Company's executive officers and its stockholders with occasional grants of restricted stock and stock options. Many of the Company's key executive officers currently own significant shares of the Company's common stock and, as a result, stock options and restricted stock grants have been used sparingly. Chief Executive Officer On October 26, 1992, Mr. Taylor was named Chief Executive Officer of the Company succeeding Mr. Walker, who remains as Chairman of the Board of Directors. Mr. Taylor previously served as Vice President of the Company and Executive Vice President and Chief Operating Officer of Stifel, Nicolaus. On July 26, 1993, the Company and Mr. Taylor entered into an employment agreement which is described above under "Executive Compensation -- Employment Agreements". For 1995, Mr. Taylor's salary remained at the level established in July 1993 until July, 1995, when the Board of Directors established his salary to be $200,000 per annum. As noted above, as a result of Company performance in 1995, Mr. Taylor received no bonus with respect to 1995. 1995 Compensation Committee Robert E. Lefton, Chairman Belle A. Cori 17 PERFORMANCE GRAPH The following graph sets forth a comparison of the Company's cumulative total stockholder return (assuming investment of $100 and reinvestment of dividends) from December 1990 through December 31, 1995, with the cumulative total return for the same period measured by the Standard & Poor's 500 Composite Index and, as peer groups, the Lipper Analytical Regional Index and Financial Services Analytics, Inc. Regional Index (the "FSA Regional Index"), indices of publicly traded regional brokerage firms. The Company has decided to use the FSA Regional Index because of improved serviceability provided by Financial Services Analytics, Inc. The two indices are otherwise substantially the same. [PERFORMANCE GRAPH] December 31 - ------------------------------------------------------------------------------- 1990 1991 1992 1993 1994 1995 ---- ---- ---- ---- ---- ---- Stifel Financial Corp. 100 207 214 311 196 232 S&P 500 Index 100 130 140 154 156 215 Lipper Regional 100 263 294 387 328 467 FSA Regional Index 100 257 288 377 321 475 Compensation Committee Interlocks and Insider Participation During the year ended December 31, 1995, the Compensation Committee was composed of Mr. Lefton and Ms. Cori, neither of whom served as an officer or employee of the Company or any of its subsidiaries. John J. Goebel is a partner in the law firm Bryan Cave LLP, which renders legal services to the Company and its subsidiaries. Robert E. Lefton, Ph.D. is the President and Chief Executive Officer of Psychological Associates, Inc., an international training and consulting firm, which renders services for the Company and its subsidiaries. CERTAIN TRANSACTIONS Certain officers, directors and nominees for director of the Company maintain margin accounts with Stifel, Nicolaus pursuant to which Stifel, Nicolaus may make loans for the purchase of securities. All margin loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and do not involve more than normal risk of collectability or present other unfavorable features. Richard F. Ford is a General Partner of the management companies which act as the General Partner of Gateway Mid-America Partners, L.P., Gateway Venture Partners II, L.P., Gateway Venture Partners III, L.P. and Gateway Partners, L.P. (the "Gateway Funds"), private venture capital funds formed in 1984, 1987, 1990 and 1994, respectively. The Company and Stifel Venture Corp., a subsidiary of the Company, are also General Partners of the management companies. At December 31, 1995, the Company's carrying value of these investments was approximately $623,000 with a commitment to contribute $268,839 to the Gateway Funds. Additionally, at December 31, 1995, the Company had a receivable of 18 $220,000 which was advanced for organizational costs of Gateway Partners, L.P. Mr. Ford also provided consulting services to the Company during the year ended December 31, 1995. COMPLIANCE WITH SECTION 16(a) Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's officers and directors, and persons who own more than ten percent of the Company's outstanding stock, file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. During 1995, to the knowledge of the Company, all Section 16(a) filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with, except that Mr. Dill failed to timely file a Form 4, representing one transaction. The form has since been filed. PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS The Board of Directors, upon the recommendation of its Audit Committee, has determined to appoint Coopers & Lybrand L.L.P. as the Company's independent accountants for the year ending December 31, 1996. A resolution will be presented at the meeting to ratify the appointment of Coopers & Lybrand L.L.P. The Company has been advised that a representative of Coopers & Lybrand L.L.P. will be present at the meeting with an opportunity to make a statement if such representative desires and will be available to respond to questions of the stockholders. The Board of Directors recommends a vote FOR ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's independent accountants for the year ending December 31, 1996. STOCKHOLDER PROPOSALS Proposals of stockholders intended to be presented at the 1997 Annual Meeting of Stockholders must be received by the Company by December 1, 1996, for inclusion in the Company's Proxy Statement and proxy relating to that meeting. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the Proxy Statement and proxy in accordance with regulations governing the solicitation of proxies. MISCELLANEOUS The Company will bear the cost of solicitation of proxies. Proxies will be solicited by mail. They may also be solicited by officers and regular employees of the Company and its subsidiaries personally or by telephone, but such persons will not be specifically compensated for such services. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward the soliciting material to the beneficial owners of stock held of record by such persons and will be reimbursed for their reasonable expenses incurred in connection therewith. Management knows of no business to be brought before the Annual Meeting of Stockholders other than that set forth herein. However, if any other matters 19 properly come before the meeting, it is the intention of the persons named in the proxy to vote such proxy in accordance with their judgment on such matters. Even if you plan to attend the meeting in person, please execute, date and return the enclosed proxy promptly. Should you attend the meeting, you may revoke the proxy by voting in person. A postage-paid, return-addressed envelope is enclosed for your convenience. Your cooperation in giving this your prompt attention will be appreciated. By Order of the Board of Directors, CHARLES R. HARTMAN, Assistant Secretary March 22, 1996 St. Louis, Missouri 20 ANNEX A PROXY CARD [FRONT OF CARD] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints George H. Walker III and Charles R. Hartman or either one of them, as Proxies, each with the power to appoint a substitute and hereby authorizes each to represent the undersigned and to vote as designated below all the shares of common stock of Stifel Financial Corp. entitled to be voted by the undersigned at the annual meeting of stockholders to be held on April 23, 1996 and any adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING: 1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below (except as marked below) [ ] WITHHOLD AUTHORITY to vote for all nominees listed below. INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW. For term expiring in 1999: Belle A. Cori and Gregory F. Taylor [BACK OF CARD] 2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as independent public accountants of the Company: [ ] For [ ] Against [ ] Abstain 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposals 1 and 2. The undersigned acknowledges receipt of the 1995 Annual Report to Stockholders and the Notice of the 1996 Annual Meeting and the Proxy Statement. Please mark, sign, date and return the proxy card promptly using the enclosed envelope. [ ] PLEASE CHECK THIS BOX IF YOU PLAN TO ATTEND THE MEETING IN PERSON. SIGN HERE -------------------------------------------- (Please sign exactly as name appears hereon) SIGN HERE -------------------------------------------- Executors, administrators, trustees, etc. should so indicate when signing DATED -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----