UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
STIFEL FINANCIAL CORP.
(Name of Subject Company (issuer) and Filing Person (offeror))
Common Stock, Par Value $0.15 Per Share, and associated
Preferred Stock Purchase Rights
(Title of Class of Securities)
860630102
(CUSIP Number of Class of Securities)
Thomas A. Prince, Esq.
Senior Vice President and General Counsel
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102
(314) 342-2000
Fax: (314) 342-2850
(Name,address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
with a copy to:
Thomas C. Erb, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway
Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
Fax: (314) 612-7613
Calculation of Filing Fee
Transaction valuation:(1) Amount of filing fee:
---------------------- ---------------------
$11,262,500 $911.14
(1) Calculated solely for purposes of determining the filing fee, based on
the purchase of 850,000 shares of common stock of Stifel Financial
Corp. at the tender offer purchase price of $13.25 per share.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration Number: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the commencement by Stifel
Financial Corp., a Delaware corporation ("Purchaser"), of its offer to purchase
up to 850,000 shares ("Shares") of common stock, par value $0.15 per share, of
Purchaser at a price of $13.25 per Share, net to the seller in cash, without
interest. The tender offer is being made upon and subject to the terms and
conditions set forth in the Offer to Purchase, dated September 5, 2003 (the
"Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal"), which together, as each may be amended or supplemented from time
to time, constitute the "Offer."
This Tender Offer Statement on Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as
amended. The information contained in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached to this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by reference in
response to all of the items of this Schedule TO as more particularly described
below. Capitalized terms used herein but not otherwise defined have the meaning
ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offer to Purchase under the caption "Questions
and Answers About the Offer" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address. The name of the issuer is Stifel Financial Corp., a
Delaware corporation. The Purchaser's principal executive offices are located at
501 North Broadway, St. Louis, Missouri 63102. The telephone number of the
Purchaser is (314) 342-2000.
(b) Securities. The equity securities that are the subject of the tender offer
are shares of common stock, par value $0.15 per share and the associated
preferred stock purchase rights. As of August 15, 2003, there were 7,085,226
shares of common stock issued and outstanding.
(c) Trading Market and Price. The equity securities that are the subject of the
Offer are traded on the New York Stock Exchange. The high and low sales price
for the securities for each quarter during the past two years is incorporated
herein by reference from the Offer to Purchase under the caption "8. Price Range
of Shares; Dividends."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address. Stifel Financial Corp. is the subject company and the
filing person. The Purchaser's principal executive offices are located at 501
North Broadway, St. Louis, Missouri 63102. The telephone number of the Purchaser
is (314) 342-2000. The information set forth in the Offer to Purchase under the
caption "11. Interest of Directors, Executive Officers and Certain Other
Persons; Transactions and Arrangements Concerning Shares" is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms. The information set forth in the Offer to Purchase under the
captions "1. Number of Shares; Proration"; "3. Certain Effects of the Offer";
"4. Procedures For Tendering Shares"; "5. Withdrawal Rights"; "6. Purchase of
Shares and Payment of Purchase Price"; "7. Conditions of the Tender Offer"; "13.
Certain United States Federal Income Tax Consequences"; "14. Extension of the
Tender Offer; Termination; Amendment" and in the Letter of Transmittal is
incorporated herein by reference.
(b) Purchases. The Purchaser has been advised that none of its directors or
executive officers plan to participate in the Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) Agreements involving the subject company's securities. The information set
forth in the Offer to Purchase under the caption "11. Interest of Directors,
Executive Officers and Certain Other Persons; Transactions and Arrangements
Concerning Shares" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) Purposes. The information set forth in the Offer to Purchase under the
caption "2. Purpose of the Offer" is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in the Offer to
Purchase under the caption "2. Purpose of the Offer" is incorporated herein by
reference.
(c) Plans. The information set forth in the Offer to Purchase under the captions
"2. Purpose of the Offer" and "11. Interest of Directors, Executive Officers and
Certain Other Persons; Transactions and Arrangements Concerning Shares" is
incorporated herein by reference. Except as otherwise disclosed in the Offer to
Purchase, neither Stifel nor, to the best of Stifel's knowledge, any of its
affiliates, directors or executive officers has any plans, proposals or
negotiations that relate to or would result in: (1) any extraordinary
transaction, such as a merger, reorganization or liquidation, involving Stifel
or any of its subsidiaries; (2) any purchase, sale or transfer of a material
amount of assets of Stifel or any of its subsidiaries; (3) any material change
in Stifel's present dividend rate or policy, or indebtedness or capitalization;
(4) any change in Stifel's present board of directors or management, including,
but not limited to, any plans or proposals to change the number or the term of
directors or to fill any existing vacancies on the board of directors or to
change any material term of the employment contract of any executive officer;
(5) any other material change in Stifel's corporate structure or business; (6)
the common securities of Stifel being delisted from the NYSE; (7) any class of
Stifel's equity securities becoming eligible for termination of registration
under Section 12(g)(4) of the Exchange Act; (8) the suspension of Stifel's
obligation to file reports under Section 15(d) of the Exchange Act; (9) the
acquisition by any person of additional securities of Stifel or the disposition
of securities of Stifel; or (10) any change in Stifel's restated certificate of
incorporation, amended by-laws or other governing instruments or other actions
which could impede the acquisition of control of Stifel.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds. The information set forth in the Offer to Purchase under
the caption "9. Source and Amount of Funds" is incorporated herein by reference.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership. The information set forth in the Offer to Purchase
under the subcaptions "Beneficial Ownership of Directors and Executive Officers"
and "Beneficial Ownership of Certain Other Persons" under the caption "11.
Interest of Directors, Executive Officers and Certain Other Persons;
Transactions and Arrangements Concerning Shares" is incorporated herein by
reference.
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(b) Securities Transactions. The information set forth in the Offer to Purchase
under the subcaption "Transactions in Our Common Stock" under the caption "11.
Interest of Directors, Executive Officers and Certain Other Persons;
Transactions and Arrangements Concerning Shares" is incorporated herein by
reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitation or Recommendation. Not applicable.
ITEM 10. FINANCIAL STATEMENTS
(a) Financial Information and (b) Pro Forma Information. Purchaser's financial
statements are not deemed material to the Offer because this is a cash-only
issuer tender offer without a financing condition by a public issuer. However,
Purchaser's financial statements are incorporated by reference from Item 8 of
Purchaser's Annual Report on Form 10-K for the year ended December 31, 2002 and
from Part I, Item 1 of Purchaser's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003. These materials are also incorporated by
reference under the subcaption "Incorporation by Reference" under the caption
"10. Information About Us" in the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information
related to applicable regulatory requirements which must be complied with and
approvals which must be obtained in connection with the tender offer set forth
in the Offer to Purchase under the captions "3. Certain Effects of the Offer";
and "12. Certain Legal Matters; Regulatory Approvals" is incorporated herein by
reference. The information set forth in the Offer to Purchase under the
subcaptions "Other Agreements" and "Employment Agreements and Other Compensation
Arrangements" under the caption "11. Interest of Directors, Executive Officers
and Certain Other Persons; Transactions and Arrangements Concerning Shares" is
incorporated herein by reference.
(b) Other Material Information. The information set forth in the Offer to
Purchase and the related Letter of Transmittal is incorporated herein by
reference.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase, dated September 5, 2003.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust companies
and other nominees, dated September 5, 2003.
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees, dated September 5, 2003.
(a)(1)(F) Letter to Participants in the Stifel, Nicolaus Profit Sharing
401(k) Plan, dated September 5, 2003
(a)(1)(G) Trustee Direction Form.
(a)(2) Not applicable.
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(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(A) Letter to stockholders from the Chairman and Chief Executive
Officer of Stifel Financial Corp., dated September 5, 2003.
(a)(5)(B) Press Release dated September 5, 2003 announcing the
commencement of the Offer.
(b) Not applicable.
(d)(1) Amended and Restated Stifel Financial Corp. 2001 Incentive Stock
Plan, incorporated herein by reference to Appendix A to Stifel
Financial Corp.'s Proxy Statement on Schedule 14A filed April
11, 2002.
(d)(2) Form of Indemnification Agreement with directors dated as of
June 30, 1987, incorporated herein by reference to Exhibit 10.2
to Stifel Financial Corp.'s Current Report on Form 8-K (date of
earliest event reported - June 22, 1987) filed July 14, 1987.
(d)(3) Employment Letter with Ronald J. Kruszewski, incorporated herein
by reference to Exhibit 10(l) to Stifel Financial Corp.'s Annual
Report on Form 10-K (File No. 1-9305) for the year ended
December 31, 1997.
(d)(4) Stock Unit Agreement with Ronald J. Kruszewski, incorporated
herein by reference to Exhibit 10(j)(2) to Stifel Financial
Corp.'s Annual Report on Form 10-K (File No. 1-9305) for the
year ended December 31, 1998.
(d)(5) Promissory Note dated August 1, 1999, from Tom Prince payable to
Stifel, Nicolaus & Company, Incorporated, incorporated herein by
reference to Stifel Financial Corp.'s Annual Report on Form 10-K
(File No. 001-9305) for the year ended December 31, 2001, filed
on March 27, 2002.
(d)(6) Promissory Note dated March 5, 2002, from Tom Prince payable to
Stifel, Nicolaus & Company, Incorporated, incorporated herein by
reference to Stifel Financial Corp.'s Annual Report on Form 10-K
(File No. 001-9305) for the year ended December 31, 2001, filed
on March 27, 2002.
(d)(7) Stock Unit Agreement with James M. Zemlyak dated January 11,
2000, incorporated herein by reference to Exhibit 10(s) to
Stifel Financial Corp.'s Annual Report on Form 10-K/A Amendment
No. 1 (File No. 1-9305) for the year ended December 31, 2001,
filed on April 9, 2002.
(d)(8) Stock Unit Agreement with Scott B. McCuaig dated December 20,
1998, incorporated herein by reference to Exhibit 10(t) to
Stifel Financial Corp.'s Annual Report on Form 10-K/A Amendment
No. 1 (File No. 1-9305) for the year ended December 31, 2001,
filed on April 9, 2002.
(d)(9) Amended and Restated Promissory Note dated December 21, 1998,
from Ronald J. Kruszewski payable to Stifel Financial Corp.,
incorporated herein by reference to Exhibit 10.(u) to Stifel
Financial Corp.'s Annual Report on Form 10-K/A Amendment No. 1
(File No. 1-9305) for the year ended December 31, 2001, filed on
April 9, 2002.
(g) Transcript of Statements to be made to Stockholders by
Officer/Employees of Stifel Financial Corp. Regarding
Self-Tender Offer.
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(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 5, 2003
By: /s/ RONALD J. KRUSZEWSKI
--------------------------------
Ronald J. Kruszewski
Chairman and Chief Executive Officer
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