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. 1)
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.
[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: Filing Party: Stifel Financial
$911.14 Corp.
Form or Registration Date Filed: September 5, 2003
Number: 005-35338
[ ] 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 Amendment No. 1 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. 1 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.
The information contained in the Purchaser's Schedule TO and in the Offer to
Purchase and the Letter of Transmittal, copies of which were previously filed
with Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is
incorporated herein by reference in response to all the items of this Amendment
No. 1 to Schedule TO, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
ITEM 4. TERMS OF THE TRANSACTION
Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:
1. The Purchaser hereby modifies the second paragraph under the subheading
"Procedures for Participants in our 401(k) Plan" in Section 4 of the Offer to
Purchase (and Note 2 on page 3 of the related Letter to Participants in the
Stifel, Nicolaus Profit Sharing 401(k) Plan, dated September 5, 2003, filed as
Exhibit (a)(1)(F) to the Schedule TO) so that it reads in its entirety as
follows:
Our 401(k) Plan is prohibited from selling equivalent shares
to us for a price that is less than the prevailing market price.
Accordingly, if the purchase price is lower than the prevailing market
price of our common stock at the expiration of the offer, such
equivalent shares will not be tendered by the trustee or, if previously
tendered, will be withdrawn by the trustee prior to the expiration of
the offer.
2. The Purchaser hereby modifies the condition described in subparagraph (c)(6)
to Section 7 of the Offer to Purchase so that it reads in its entirety as
follows:
(c)(6) any change in the general political, market, economic or
financial conditions in the United States or abroad that, in
our reasonable judgment, has a material adverse effect on the
business, condition (financial or other), income, operations
or prospects of us and our subsidiaries; or
3. The Purchaser hereby modifies the condition described in paragraph (f) to
Section 7 of the Offer to Purchase so that it reads in its entirety as follows:
(f) any change or changes occur or are threatened in our or any of
our subsidiaries' business, condition (financial or other),
income, operations, prospects or stock ownership that, in our
reasonable judgment, has or would have a material adverse
effect on us or our subsidiaries; or
ITEM 9 . PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
1. Item 9(a) of the Schedule TO is hereby amended in its entirety as follows:
(a) Solicitation or Recommendation. The information set forth in the
Offer to Purchase under the caption "15. Fees and Expenses" is
incorporated herein by reference.
2. The Purchaser hereby deletes and replaces the second sentence of the first
paragraph of Section 15 of the Offer to Purchase so that it reads in its
entirety as follows:
The depositary will receive as compensation for its services a flat fee
of $5,000.00 plus $15.00 for each tender received, will be reimbursed
by us for specified reasonable out-of-pocket expenses and will be
indemnified against certain liabilities in connection with the offer,
including certain liabilities under the federal securities laws.
ITEM 11. ADDITIONAL INFORMATION
Item 11(b) of the Schedule TO is hereby amended and supplemented as follows:
1. The Purchaser hereby deletes and replaces the second sentence of the first
paragraph of the Offer to Purchase entitled "Forward-Looking Statements" so that
it reads in its entirety as follows:
We do not intend these forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
2. Representations in the third paragraph on page 5 of the Letter of Transmittal
that the shareholder has "read" the contents of the Offer to Purchase will not
constitute an estoppel or a waiver of any rights that the shareholder would
otherwise have in the absence of those representations. Those representations
are hereby removed from the Letter of Transmittal.
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.*
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(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: September 25, 2003
By: /s/ RONALD J. KRUSZEWSKI
----------------------------------------
Ronald J. Kruszewski
Chairman and Chief Executive Officer
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