8-K

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): September 16, 2005

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

Delaware
(State of incorporation) 1-9305
(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):

[ ] 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))

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Item 7.01 Regulation FD Disclosure

On September 16, 2005, Stifel issued a press release clarifying the potential noncash stock-based charges associated with the Acquistion Agreement with Citigroup Inc. to acquire certain assets and assume specified liabilities associated with the capital markets business which Citigroup recently agreed to acquire from Legg Mason, Inc. (the "Transaction"). A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Certain statements in this Form 8-K are "forward-looking statements" within the meaning of U.S. federal securities laws. Stifel intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements include, but are not limited to, statements about Stifel's expectation regarding the timing of the closing of the Transaction. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include the satisfaction of the closing conditions for each of the Transactions, including the satisfactory completion by Stifel of its due diligence investigation and the transactions contemplated by the Agreement, and other factors and events. Many of these factors an d events are beyond Stifel's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this Form 8-K. Stifel does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1:  Press release issued on September 16, 2005.

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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: September 16, 2005	By: /s/ Ronald J. Kruszewski
	Name: Ronald J. Kruszewski Title: President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press release issued on September 16, 2005.

EX-99.1 2 r8k_050916ex99.htm PRESS RELEASE RELEASED 09/16/2005

STIFEL FINANCIAL CORP.
Form 8-K Dated September 16, 2005
Exhibit 99.1: Press Release

[Stifel Financial Corp. logo] Stifel Financial News

One Financial Plaza
501 North Broadway
St. Louis, MO 63102
(314) 342-2000

For further information contact:
James M. Zemlyak
Chief Financial Officer
(314) 342-2228

FOR IMMEDIATE RELEASE

STIFEL FINANCIAL CORP. CLARIFIES CERTAIN POTENTIAL NONCASH CHARGES RELATED TO LM CAPITAL MARKETS TRANSACTION

ST. LOUIS, September 16, 2005, - As previously announced, Stifel Financial Corp. (NYSE: "SF") has entered into an agreement with Citigroup Inc. to acquire substantially all of the Legg Mason capital markets business ("LM Capital Markets"). The LM Capital Markets business is part of Legg Mason Wood Walker, Inc., which Citigroup recently agreed to acquire from Legg Mason, Inc. The LM Capital Markets business to be acquired by Stifel includes the Investment Banking, Equity and Fixed Income Research, Equity Sales and Trading, Structured Finance, and Taxable Fixed Income Sales and Trading Departments of Legg Mason. The consummation of the transaction is subject to the satisfaction of certain specified conditions including approval by relevant regulatory authorities.

Stifel anticipates issuing, in the aggregate, up to 1,060,000 shares of Stifel stock to key associates of LM Capital Markets in a private placement expected to close simultaneously with the transaction (the "Private Placement"). The purchase price for the common stock to be issued in the Private Placement will be $25.00 per share, which price was agreed upon with the key associates at the time of the negotiation of the transaction. In addition, Stifel anticipates issuing approximately 530,000 restricted stock units as a match for LM personnel who purchase shares in the Private Placement. Stifel also anticipates issuing approximately 1,370,000 restricted stock units to key associates of LM Capital Markets.

In its investor presentation, Stifel noted there will be various operations and integration charges associated with the transaction, which may be significant. If the market price of the common stock is higher than the $25.00 per share purchase price in the Private Placement, these charges will include a noncash compensation charge equal to the aggregate amount of the difference between the market price at closing and $25.00 for all shares issued. In addition, the amount of annual noncash compensation charges related to the restricted stock units shown in the investor presentation were based on an estimated $25.00 per share stock price. The ultimate amount of annual noncash charges will depend on the stock price at the closing and concurrent issuance of the restricted stock units. As of September 16, 2005, the closing price of Stifel's common stock on the New York Stock Exchange was $34.00.

This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on various assumptions. The ultimate structure of any transaction ultimately consummated by Stifel and Citigroup pertaining to the LM Capital Markets business could vary materially from that outlined herein. Stifel disclaims any intent or obligation to update these forward-looking statements.

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The LM Capital Markets business is part of Legg Mason Wood Walker, Inc., which Citigroup recently agreed to acquire from Legg Mason, Inc. The LM Capital Markets business to be acquired by Stifel includes the Investment Banking, Equity and Fixed Income Research, Equity Sales and Trading, Structured Finance, and Taxable Fixed Income Sales and Trading Departments of Legg Mason. This division has nearly 500 associates in 22 offices in the United States and Europe. The LM Capital Markets business to be acquired by Stifel excludes the Howard Weil Financial Corporation and its subsidiaries and the municipal finance related segments of the LM Capital Markets business. To learn more about LM Capital Markets, please visit Legg Mason's website at www.leggmason.com and visit the capital markets section.

Stifel Financial Corp. is the parent company of Stifel, Nicolaus & Company, Incorporated, a regional, full-service brokerage and investment banking firm founded in 1890 and headquartered in St. Louis, Missouri, which operates 91 offices in 17 states, mostly in the central United States. A full range of investments, including stocks, corporate and municipal bonds, mutual funds, annuities, insurance, options, and managed assets accounts are available through the firm. Stifel Financial Corp. is listed on the New York Stock Exchange under the symbol "SF." To learn more about Stifel, please visit the company's web site at www.stifel.com.

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EX-99.1

STIFEL FINANCIAL CORP.
Form 8-K Dated September 16, 2005
Exhibit 99.1: Press Release

[Stifel Financial Corp. logo] Stifel Financial News

One Financial Plaza
501 North Broadway
St. Louis, MO 63102
(314) 342-2000

For further information contact:
James M. Zemlyak
Chief Financial Officer
(314) 342-2228

FOR IMMEDIATE RELEASE

STIFEL FINANCIAL CORP. CLARIFIES CERTAIN POTENTIAL NONCASH CHARGES RELATED TO LM CAPITAL MARKETS TRANSACTION

ST. LOUIS, September 16, 2005, - As previously announced, Stifel Financial Corp. (NYSE: "SF") has entered into an agreement with Citigroup Inc. to acquire substantially all of the Legg Mason capital markets business ("LM Capital Markets"). The LM Capital Markets business is part of Legg Mason Wood Walker, Inc., which Citigroup recently agreed to acquire from Legg Mason, Inc. The LM Capital Markets business to be acquired by Stifel includes the Investment Banking, Equity and Fixed Income Research, Equity Sales and Trading, Structured Finance, and Taxable Fixed Income Sales and Trading Departments of Legg Mason. The consummation of the transaction is subject to the satisfaction of certain specified conditions including approval by relevant regulatory authorities.

Stifel anticipates issuing, in the aggregate, up to 1,060,000 shares of Stifel stock to key associates of LM Capital Markets in a private placement expected to close simultaneously with the transaction (the "Private Placement"). The purchase price for the common stock to be issued in the Private Placement will be $25.00 per share, which price was agreed upon with the key associates at the time of the negotiation of the transaction. In addition, Stifel anticipates issuing approximately 530,000 restricted stock units as a match for LM personnel who purchase shares in the Private Placement. Stifel also anticipates issuing approximately 1,370,000 restricted stock units to key associates of LM Capital Markets.

In its investor presentation, Stifel noted there will be various operations and integration charges associated with the transaction, which may be significant. If the market price of the common stock is higher than the $25.00 per share purchase price in the Private Placement, these charges will include a noncash compensation charge equal to the aggregate amount of the difference between the market price at closing and $25.00 for all shares issued. In addition, the amount of annual noncash compensation charges related to the restricted stock units shown in the investor presentation were based on an estimated $25.00 per share stock price. The ultimate amount of annual noncash charges will depend on the stock price at the closing and concurrent issuance of the restricted stock units. As of September 16, 2005, the closing price of Stifel's common stock on the New York Stock Exchange was $34.00.

This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on various assumptions. The ultimate structure of any transaction ultimately consummated by Stifel and Citigroup pertaining to the LM Capital Markets business could vary materially from that outlined herein. Stifel disclaims any intent or obligation to update these forward-looking statements.

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The LM Capital Markets business is part of Legg Mason Wood Walker, Inc., which Citigroup recently agreed to acquire from Legg Mason, Inc. The LM Capital Markets business to be acquired by Stifel includes the Investment Banking, Equity and Fixed Income Research, Equity Sales and Trading, Structured Finance, and Taxable Fixed Income Sales and Trading Departments of Legg Mason. This division has nearly 500 associates in 22 offices in the United States and Europe. The LM Capital Markets business to be acquired by Stifel excludes the Howard Weil Financial Corporation and its subsidiaries and the municipal finance related segments of the LM Capital Markets business. To learn more about LM Capital Markets, please visit Legg Mason's website at www.leggmason.com and visit the capital markets section.

Stifel Financial Corp. is the parent company of Stifel, Nicolaus & Company, Incorporated, a regional, full-service brokerage and investment banking firm founded in 1890 and headquartered in St. Louis, Missouri, which operates 91 offices in 17 states, mostly in the central United States. A full range of investments, including stocks, corporate and municipal bonds, mutual funds, annuities, insurance, options, and managed assets accounts are available through the firm. Stifel Financial Corp. is listed on the New York Stock Exchange under the symbol "SF." To learn more about Stifel, please visit the company's web site at www.stifel.com.

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