-----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, S4+ksYs+7x7UR1BJifB9SeBaVo76so0x02LEBOsHU7zEpiVqODszOtlOmk2uzTW4 gDra1O9JhzTsPkU+iYB1yw== 0000720672-96-000019.txt : 19961104 0000720672-96-000019.hdr.sgml : 19961104 ACCESSION NUMBER: 0000720672-96-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961029 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 19961101 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 96653064 BUSINESS ADDRESS: STREET 1: 500 N. BROADWAY STREET 2: 14TH FLOOR CITY: ST LOUIS STATE: MO ZIP: 63102-2188 BUSINESS PHONE: 3143422000 MAIL ADDRESS: STREET 1: 500 N BROADWAY CITY: ST LOUIS STATE: MO ZIP: 63102-2188 8-K 1 FORM 8-K; DATED OCTOBER 29, 1996 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 Date of Report (Date of Earliest Event Reported): October 29, 1996 STIFEL FINANCIAL CORP. (Exact Name of Registrant as specified in its Charter) Delaware 1-9305 43-1273600 (State of (Commission File (IRS Employer Incorporation) Number) Identification No.) 500 North Broadway St. Louis, Missouri 63102-2188 (Address of principal executive offices, including zip code) (314) 342-2000 (Registrant's telephone number, including area code) Item 4. Changes In Registrant's Certifying Accountants The Board of Directors of Stifel Financial Corp. (the "Registrant"), upon the recommendation of its Audit Committee, determined to replace Coopers & Lybrand L.L.P. ("Coopers") as the Registrant's independent auditors for the year ended December 31, 1996. Coopers confirmed that its client-auditor relationship with Registrant ceased on October 29, 1996. The Coopers audit reports on the consolidated financial statements of the Registrant as of and for the two years ended December 31, 1995, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with its audit of the Registrant's financial statements as of December 31, 1995 and for the year then ended, Coopers recommended that Registrant record certain adjustments which had the effect of changing previously reported unaudited results of operations for the year ending 1995. Registrant engaged in numerous discussions with Coopers regarding the basis of and rationale for the adjustments. Following these discussions the Registrant agreed with the recommendations of Coopers and recorded the recommended adjustments. These adjustments included the write-down of fixed assets, employee compensation and benefits and the valuation of investments. After giving effect to all adjustments recommended by Coopers, previously reported unaudited net income was reduced by $222,000 for the year ended December 31, 1995. The details concerning these adjustments and their impact on Registrant's financial statements were previously reported to the Securities and Exchange Commission. The 1995 quarterly results, as adjusted, are presented in Registrant's Annual Report to Stockholders for the year ended December 31, 1995, ("Registrant's 1995 Annual Report") which was incorporated by reference in Registrant's Form 10-K for the year ended December 31, 1995. Registrant's 1995 Annual Report is attached as an exhibit to this report and incorporated herein by reference. Coopers discussed the subject matter of the adjustments with Registrant's Audit Committee on April 22, 1996. In connection with that discussion, Coopers reported to Registrant's Audit Committee in writing on April 22, 1996, that in connection with the audit of the financial statements for the year ended December 31, 1995, "there were no disagreements with [Coopers] by management regarding audited financial statements or other accounting matters." Coopers has advised Registrant, in connection with this filing, that the adjustments described above, which were made by the Registrant at the recommendation of Coopers, constitute disagreements between personnel of Registrant responsible for the presentation of its financial statements and personnel of Coopers responsible for rendering its report on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Coopers, would have caused it to make reference to the subject matter thereof in connection with its report. Registrant has authorized Coopers to respond fully to the inquiries of the successor independent auditor concerning the subject matter of each of the adjustments. During the two years ended December 31, 1995, and through October 29, 1996, the independent auditor expected to be retained to replace Coopers has not been engaged by Registrant for any auditing work or consulting on any matter. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 13: Certain portions of the Annual Report to Shareholders for the year ended December 31, 1995 incorporated herein by reference to Exhibit 13 to the Registrant's Report on Form 10-K for the year ended December 31, 1995. Exhibit 16.1: Letter from Coopers & Lybrand L.L.P. to the Registrant to confirm that the client-auditor relationship has ceased, filed herewith. 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 1, 1996 By: /s/ Stephen J. Bushmann Name: Stephen J. Bushmann Title: Chief Financial Officer EX-16.1 2 Exhibit 16.1 [Coopers & Lybrand L.L.P. letterhead] October 29, 1996 Mr. Stephen J. Bushmann Chief Financial Officer Stifel Financial Corp. 500 N. Broadway St. Louis, Missouri 63102-2188 Dear Mr. Stephen J. Bushmann: This is to confirm that that the client-auditor relationship between Stifel Financial Corp. (Commission File Number #1-9305) and Coopers & Lybrand L.L.P. has ceased. Sincerely, /s/ Coopers & Lybrand L.L.P. St. Louis, Missouri cc: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 VIA FACSIMILE 202-504-2724 with original to follow via mail -----END PRIVACY-ENHANCED MESSAGE-----