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
(Amendment No. 2)
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:
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$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.
[X] 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: $911.14 Filing Party: Stifel Financial Corp.
Form or Registration Number: 005-35338 Date Filed: September 5, 2003
[ ] 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: [X]
This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the
tender offer by Stifel Financial Corp., a Delaware corporation (the
"Purchaser"), to purchase up to 850,000 shares of its common stock, $0.15 par
value per share (including associated preferred stock purchase rights), or such
lesser number of shares as is properly tendered at a purchase price of $13.25
per share. The offer is made on the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 5, 2003 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal"), which, as amended or supplemented from time to time in accordance
with applicable legal requirements (including as amended or supplemented hereby)
together constitute the "Offer."
This Amendment No. 2 to the Tender Offer Statement on Schedule TO is filed in
satisfaction of the reporting requirements under the Securities Exchange Act of
1934, as amended.
On October 13, 2003, the Purchaser issued a press release announcing the final
results of the Offer, which expired on October 10, 2003. The press release is
included herein as Exhibit (a)(5)(C) and 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.
(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.*
(a)(5)(C) Press Release dated October 13, 2003 announcing the final results 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.*
(h) Not applicable.
* Previously Filed
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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: October 14, 2003
By: /s/ RONALD J. KRUSZEWSKI
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Ronald J. Kruszewski
Chairman and Chief Executive Officer
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