-----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, O91AdI5SuMzUfYb3UFn836ZbGOTgcBMI8A2QLM6Q4/4sKSG5xLh7ChzHw8EhaDdH wxdm8R8RYMpBkju3rhW5Fg== 0001193125-09-051541.txt : 20090312 0001193125-09-051541.hdr.sgml : 20090312 20090312090917 ACCESSION NUMBER: 0001193125-09-051541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090312 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090312 DATE AS OF CHANGE: 20090312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FCStone Group, Inc. CENTRAL INDEX KEY: 0001297846 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 421091210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33363 FILM NUMBER: 09674202 BUSINESS ADDRESS: STREET 1: 1251 NW BRIARCLIFF PARKWAY STREET 2: SUITE 800 CITY: KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: (800) 422-3087 MAIL ADDRESS: STREET 1: 1251 NW BRIARCLIFF PARKWAY STREET 2: SUITE 800 CITY: KANSAS CITY STATE: MO ZIP: 64116 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

March 12, 2009

Date of Report (Date of earliest event reported)

 

 

FCStone Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33363   42-1091210

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

1251 NW Briarcliff Parkway, Suite 800, Kansas City, Missouri 64116

(Address of principal executive offices) (Zip Code)

(800) 255- 6381

Registrant’s telephone number, including area code

 

(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:

 

¨  

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

 

¨  

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

 

¨  

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

 

¨  

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

 

 

 


Item 7.01 Regulation FD.

On March 12, 2009, FCStone Group, Inc. (the “Company”) issued a press release announcing that it has transferred to a third party substantially all of the positions and liability related to a previously-reported energy trading customer account which had experienced significant losses. The transfer of the positions eliminates all material exposure of FCStone to the account, for which FCStone provided clearing and execution services on a third-party basis, and preserves FCStone’s total available capital well in excess of regulatory requirements as FCStone moves forward.

The text of the press release is set forth in Exhibit 99.1 hereto.

The information in this Item of this current report on Form 8-K, including the exhibit, is being furnished and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits

 

99.1    Press Release of the Company dated March 12, 2009.


INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1   Press Release dated March 12, 2009


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.

 

  FCSTONE GROUP, INC.
Dated: March 12, 2009   By:  

/s/ Paul G. Anderson

    Paul G. Anderson
    Chief Executive Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FCStone Group, Inc. Completes Transfer of Energy Trading Account

Material Future Exposure to Account Eliminated

KANSAS CITY, MO., March 12, 2009 (PrimeNewswire via COMTEX News Network) — FCStone Group, Inc. (Nasdaq:FCSX), an integrated commodity risk management firm, reported today that it has transferred to a third party substantially all of the positions and liability related to a previously-reported energy trading customer account which had experienced significant losses. The transfer of the positions eliminates all material future exposure of FCStone to the account, for which FCStone provided clearing and execution services on a third-party basis, and preserves FCStone’s total available capital well in excess of regulatory requirements as FCStone moves forward.

As a result of the transfer, during the second and third fiscal quarters of 2009, FCStone will incur a $90 million bad debt provision, in addition to the $20 million bad debt provision that was recognized in the first quarter of fiscal 2009. The total bad debt provision related to this account of $110 million will be approximately $10 million higher than the aggregate of previously-announced provisions in the range of $80 to $100 million. This total bad debt provision includes an additional payment to the transferee necessary to enable the account to be transferred immediately, while prior estimates assumed that FCStone would continue to liquidate the positions in the energy account through the balance of fiscal 2009. The company expects to report realized losses associated with the account of approximately $54.4 million, or $1.95 per share, on an after-tax basis for the second and third quarters. These figures are net of the anticipated recovery of a portion of the losses on the energy account from the owners of the account and the introducing broker of that account, under agreements reached with each of the parties.

Pete Anderson, President and Chief Executive Officer of FCStone, stated, “While there may have been residual value to be recognized from managing the liquidation of this account over time, the risk of doing so was exceptionally difficult to quantify in today’s volatile and illiquid commodities markets. As a result, we believe the transfer of the customer account to a major market participant with substantial liquidity and the ability to execute quickly was in the best interest of the company and its shareholders. Though the cost of this opportunity resulted in higher losses than previously expected, we believe the liquidation is critical to clearing the way for the stability, future growth and long-term profitability of FCStone while preserving a solid capital position.

“Simply put, our management and board of directors determined that it is time to get on with our business, and focus on serving the thousands of customers who depend on our consulting and execution services. We are continuing to review and strengthen our credit risk procedures throughout the organization as a result of this issue and remain confident in our operating model,” Anderson concluded.


After the transfer, the owner of the account will retain only those contracts that will expire on March 26, 2009. FCStone’s management believes that the exposure related to those retained contracts has been effectively hedged and is not material.

Despite the increased bad debt provision, FCStone continues to have a strong capital position and liquidity in this unprecedented market. As of November 30, 2008, the company reported consolidated stockholders’ equity of $222 million, which does not reflect the additional bad debt provision that will be recorded during the second and third quarters of fiscal 2009. The accrual of the additional bad debt provision and the transfer of the customer account position did not result in the violation of any of FCStone’s financial covenants contained in its financial agreements.

The company’s futures commission merchant subsidiary, FCStone LLC, had minimum regulatory capital requirements as of March 10, 2009 totaling approximately $35.7 million after considering the impact of the transfer. After taking the transfer into account, on that date the company would have had capital in excess of its regulatory requirement of $42.7 million, access to additional capital obtainable by the elimination of “haircuts” on investments totaling $8.0 million, and undrawn subordinated debt of $15.0 million, bringing the total available excess capital to $65.7 million. Putting that continued strong capital position in perspective, FCStone’s total available excess capital on February 28, 2008 was $39.8 million.

FCStone expects to comment further on the transfer of the energy trading account and its fiscal second quarter financial results on its regular quarterly conference call, to be held on April 9, 2009. Details regarding that call will be released at a later date.

About FCStone Group, Inc.

FCStone Group, Inc., along with its affiliates, is an integrated commodity risk management company providing risk management consulting and transaction execution services to commercial commodity intermediaries, end-users and producers. The firm assists primarily middle market customers in optimizing their profit margins and mitigating exposure to commodity price risk. In addition to risk management consulting services, FCStone, LLC, operates one of the leading independent clearing and execution platforms for exchange-traded futures and options contracts. FCStone Group, Inc., serves more than 8,000 customers and in the 12 months ended November 30, 2008, executed 98.0 million derivative contracts in the exchange-traded and over-the-counter markets. The FCStone Group companies work in all the major commodity areas including agriculture, energy, renewable fuels, foods, forestry, cotton and textile, dairy and currency exchange. Headquartered in the Midwest, it has offices located throughout the world and is a clearing member of all major North American Futures exchanges. FCStone Group, Inc., trades on the NASDAQ Global Select Market under the symbol “FCSX.”

This news release was distributed by PrimeNewswire, www.primenewswire.com

SOURCE: FCStone Group, Inc.

FCStone Group, Inc.

Investor inquiries:

Bill Dunaway

866-522-7188

billd@fcstone.com

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