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UNITED STATES FORM 8-K CURRENT REPORT Date of Report (Date
of earliest event reported): March 19, 2008 STIFEL FINANCIAL CORP. Delaware 1-9305 43-1273600 Registrant's telephone number,
including area code (314) 342-2000 ___________________________N/A___________________________ 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)) On March 19, 2008, Stifel Financial Corp.
("Stifel" or the "Company") (NYSE: SF) announced that the underwriters for the
recently announced public offering of Stifel common stock have exercised in
full their over-allotment option to purchase an additional 285,000 shares of
common stock from BankAtlantic Bancorp, Inc. (NYSE: BBX), one of the selling
stockholders. The
2,185,000 shares of Stifel's common stock in the offering, including the
285,000 shares subject to the over-allotment option, are being sold at a price
of $40.00 per share. Of these shares, 1,885,000 shares are being sold by
BankAtlantic Bancorp, Inc. and 300,000 shares are being sold by The Western and
Southern Life Insurance Company. Stifel will not receive any of the proceeds
from the sale of shares of common stock in the offering. The
offering, including the offering of the over-allotment shares, is expected to
close on Monday, March 24, 2008. A copy of the press release is filed as Exhibit 99 hereto
and is incorporated herein by reference. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS This Current Report on Form 8-K contains certain
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 that are
based upon the Company's current expectations and projections about future
events. The Company intends for 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, and the Company is including
this statement for purposes of these safe harbor provisions. Such
forward-looking statements involve known and unknown risks and uncertainties,
including that the offering may not be completed as expected, if at all. You
should not place undue reliance on any forward-looking statements, which speak
only as of the date they were made. The Company will not update these
forward-looking statements, even though the Company's situation may change in
the future, unless the Company is obligated to do so under federal securities
laws. The Company qualifies all of the Company's forward-looking statements by
these cautionary statements. Items 9.01 Financial
Statements and Exhibits. (d) Exhibit: Exhibit 99: Stifel Financial Corp.'s Press Release. 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: March 19, 2008 By: /s/ Ronald J.
Kruszewski Exhibit Index Exhibit No. Description 99 Stifel Financial Corp.'s Press Release. STIFEL FINANCIAL CORP.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
(Exact name of
registrant as specified in its charter)
(State
of incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices,
including zip code)
(Former name or former address, if changed since last report)
Item 7.01 Regulation FD
Disclosure
Exhibit 99: 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 zemlyakj@stifel.com
For Immediate Release
Stifel Financial Announces Underwriters' Exercise
of Over-Allotment Option
ST. LOUIS, MO -- March 19, 2008 - Stifel Financial Corp. ("Stifel" or the "Company") (NYSE: SF) announced today that the underwriters for the recently announced public offering of Stifel common stock have exercised in full their over-allotment option to purchase an additional 285,000 shares of common stock from BankAtlantic Bancorp, Inc. (NYSE: BBX), one of the selling stockholders.
The 2,185,000 shares of our common stock in the offering, including the 285,000 shares subject to the over-allotment option, are being sold at a price of $40.00 per share. Of these shares, 1,885,000 shares are being sold by BankAtlantic Bancorp, Inc. and 300,000 shares are being sold by The Western and Southern Life Insurance Company. Stifel will not receive any of the proceeds from the sale of shares of common stock in the offering.
The offering, including the offering of the over-allotment shares, is expected to close on Monday, March 24, 2008.
Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus"), Merrill Lynch & Co. and Keefe, Bruyette & Woods are acting as joint book-running managers for the offering. Fox-Pitt Kelton Cochran Caronia Waller is acting as co-manager.
Copies of the final prospectus, when available, may be obtained from Stifel Nicolaus, Attn: Prospectus Department, One South Street, 15th Floor, Baltimore, MD 21202 (443-224-1988); Merrill Lynch & Co., Attn: Prospectus Department, 4 World Financial Center, New York, NY 10080 (212-449-1000); Keefe, Bruyette & Woods, Attn: Equity Syndicate Department, 787 Seventh Avenue, New York, NY 10019 (212-887-7777); or Fox-Pitt Kelton Cochran Caronia Waller, Attn: Syndicate Department, 420 5th Avenue, 5th Floor, New York, NY 10018 (212-857-6212).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Stifel Financial Corp. is a Delaware corporation and a financial services holding company headquartered in St. Louis. The Company's principal subsidiary is Stifel Nicolaus, a full service retail and institutional brokerage and investment banking firm. The Company's principal activities are: private client services, including securities transaction and financial planning services; institutional equity and fixed income sales, trading and research, and municipal finance; investment banking services, including mergers and acquisitions, public offerings and private placements; and retail and commercial banking, including personal and commercial lending programs. Stifel Financial Corp. operates 174 offices in 28 states and the District of Columbia through its principal subsidiary, Stifel Nicolaus, and 3 European offices through Stifel Nicolaus Limited.
Forward-Looking Statements
This press release contains certain 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 that are based upon the Company's current expectations and projections about future events. The Company intends for 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, and the Company is including this statement for purposes of these safe harbor provisions. Such forward-looking statements involve known and unknown risks and uncertainties, including that the offering may not be completed as expected, if at all.
You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company will not update these forward-looking statements, even though the Company's situation may change in the future, unless the Company is obligated to do so under federal securities laws. The Company qualifies all of the Company's forward-looking statements by these cautionary statements.
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