UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 
 

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):
November 28, 2012

 
 

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
 

 



  
    
      
Delaware
(State of
      incorporation)
      
    
      
001-09305
(Commission File
      Number)
      
    
      
43-1273600
(IRS
      Employer
Identification No.)
      
 
 
 
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)

 
 
Registrant's telephone number, including area code:
(314) 342-2000
 
 
 





  
    
      
    
      
N/A
    
      
  
    
      
    
      
(Former name or former address, if changed since last
      report)
    
      
 
 
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General
Instruction A.2. below):



	þ   Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)


o   Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)


o   Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o   Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 





 
Item
7.01  Regulation FD Disclosure.

On
November 28, 2012, Stifel Financial Corp. (the "Company") will present to
institutional investors at the KBW 2012 Securities Brokerage & Market Structure
Conference. A copy of the investor presentation was filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K, which was filed on November 13, 2012, and
is incorporated herein by reference. A live audio webcast and a copy of the
investor presentation are available on the Investor Relations section of the
Company's web site at www.stifel.com. 
The
investor presentation, which is incorporated by reference, is being furnished
pursuant to Item 7.01, and the information contained therein shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing. 

To
supplement its financial statements presented in accordance with GAAP, the
Company used, in its investor presentation, certain non-GAAP measures of
financial performance. The Company believes that these non-GAAP measures will
allow for a better evaluation of the operating performance of the business and
facilitate a meaningful comparison of the Company's results in the current
period to those in prior periods and future periods. Reference to these non-GAAP
measures should not be considered as a substitute for results that are presented
in a manner consistent with GAAP. These non-GAAP measures are provided to
enhance investors' overall understanding of the Company's financial performance.

Cautionary Statement Concerning Forward-Looking Statements 

Statements in this Current Report on Form 8-K that relate to the Company's or
KBW, Inc.'s ("KBW") future plans, objectives, expectations, performance, events
and the like may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Future events, risks and uncertainties, individually or
in the aggregate, could cause our actual results to differ materially from those
expressed or implied in these forward-looking statements. The material factors
and assumptions that could cause actual results to differ materially from
current expectations include, without limitation, the following: (1) the
inability to close the merger in a timely manner; (2) the inability to complete
the merger due to the failure to obtain KBW stockholder adoption of the merger
agreement or the failure to satisfy other conditions to completion of the
merger, including required regulatory and court approvals; (3) the failure of
the transaction to close for any other reason; (4) the possibility that the
integration of KBW's business and operations with those of the Company may be
more difficult and/or take longer than anticipated, may be more costly than
anticipated and may have unanticipated adverse results relating to KBW's or the
Company's existing businesses; (5) the challenges of integrating and retaining
key employees; (6) the effect of the announcement of the transaction on the
Company's, KBW's or the combined company's respective business relationships,
operating results and business generally; (7) the possibility that the
anticipated synergies and cost savings of the merger will not be realized, or
will not be realized within the expected time period; (8) the possibility that
the merger may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (9) the challenges of maintaining and
increasing revenues on a combined company basis following the close of the
merger; (10) diversion of management's attention from ongoing business concerns;
(11) general competitive, economic, political and market conditions and
fluctuations; (12) actions taken or conditions imposed by the United States and
foreign governments; (13) adverse outcomes of pending or threatened litigation
or government investigations; (14) the impact of competition in the industries
and in the specific markets in which the Company and KBW, respectively, operate;
and (15) other factors that may affect future results of the combined company
described in the section entitled "Risk Factors" in the proxy
statement/prospectus to be mailed to KBW's shareholders and in the Company's and
KBW's respective filings with the U.S. Securities and Exchange Commission
("SEC") that are available on the SEC's web site located at http://www.sec.gov,
including the sections entitled "Risk Factors" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2011, and "Risk Factors" in
KBW's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
Readers are strongly urged to read the full cautionary statements contained in
those materials. We assume no obligation to update any forward-looking
statements to reflect events that occur or circumstances that exist after the
date on which they were made.  
 





 

Additional Information 
In
connection with the proposed Merger, the Company will be filing a registration
statement on Form S-4 that also constitutes a prospectus of the Company and
other relevant documents relating to the acquisition of KBW with the SEC. The
registration statement on Form S-4 will include a proxy statement of KBW, and
the final proxy statement/prospectus will be mailed to shareholders of KBW. The
Company and KBW shareholders are urged to read the registration statement and
any other relevant documents filed with the SEC, including the proxy
statement/prospectus that will be part of the registration statement, because
they will contain important information about the Company, KBW and the proposed
transaction. Investors and securityholders will be able to obtain free copies of
the registration statement and proxy statement/prospectus (when available) as
well as other filed documents containing information about the Company and KBW,
without charge, at the SEC's website (www.sec.gov). Free copies of the Company's
filings also may be obtained by directing a request to the Company's Investor
Relations by phone to (314) 342-2000, in writing to Stifel Financial Corp.,
Attention: Investor Relations, 501 North Broadway, St. Louis, Missouri 63102, by
email to investorrelations@stifel.com or at the Company's website (http://www.Stifel.com).
Free copies of KBW's filings also may be obtained by directing a request to
KBW's Investor Relations by phone to (866) 529-2339, in writing to KBW, Inc.,
Attn: Alan Oshiki, c/o King Worldwide Investor Relations, 48 Wall Street, 32nd
Floor, New York, New York 10005, or by email to kbw.inv.relations@kbw.com. 
Proxy
Solicitation 
The
Company, KBW and their respective directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
the shareholders of KBW with respect to the proposed transaction. More detailed
information regarding the identity of the potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will be set
forth in the registration statement and proxy statement/prospectus and other
materials to be filed with the SEC in connection with the proposed transaction.
Information regarding the Company's directors and executive officers is also
available in the Company's definitive proxy statement for its 2012 Annual
Meeting of Shareholders filed with the SEC on April 20, 2012. Information
regarding KBW's directors and executive officers is also available in KBW's
definitive proxy statement for its 2012 Annual Meeting of Shareholders filed
with the SEC on April 27, 2012. These documents are available free of charge at
the SEC's web site at www.sec.gov and from Investor Relations section of the
Company's and KBW's websites. 



 
 

Item 9.01   Financial Statements and Exhibits.
 




  
    
      

		(d) 
    
      

		Exhibits.
 





  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
    
      
  
    
      99.1
    


Investor
presentation incorporated herein by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K filed November 13, 2012.

	
  

 
 
 
 





 
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.
  
    
      
    
      
    
      
  
    
      
    
      
    
      
  
    
      

		Date: November 28, 2012
    
      

		By:
    
      
/s/ James M. Zemlyak
  
    
      
    
      
    
      

		James M. Zemlyak
  
    
      
    
      
    
      

		Senior Vice President and Chief Financial
  Officer
 
 
 
 
 
 
 
 
 





 
EXHIBIT INDEX
 
 




  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
    
      
  
    
      99.1
    


Investor
presentation incorporated herein by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K filed November 13, 2012.