8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 3

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2008

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware(State of incorporation) 1-9305(Commission File Number) 43-1273600(IRS EmployerIdentification 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):

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

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

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

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

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Explanatory Note

On March 1, 2007, Stifel filed a Current Report on Form 8-K regarding its acquisition of Ryan Beck Holdings, Inc and its wholly-owned broker-dealer subsidiary Ryan Beck & Company, Inc. On March 6, 2007, Stifel filed a Current Report on Form 8-K/A (Amendment No. 1) regarding a registration rights agreement with BankAtlantic Bancorp, Inc. covering the registration of shares of Stifel common stock issued as part of the consideration in the acquisition. On May 7, 2007, Stifel filed a Current Report on Form 8-K/A (Amendment No. 2) to file the financial statements and exhibits required by Item 9.01 of Form 8-K.  The purpose of this Amendment No. 3 is to report the amendment of the Merger Agreement (as defined below).

Item 1.01 Entry into a Material Definitive Agreement.

The information provided under Item 2.01 below is hereby incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on February 28, 2007 ("Closing Date"), Stifel acquired Ryan Beck Holdings, Inc., a New Jersey corporation ("Ryan Beck") and its wholly-owned subsidiary Ryan Beck & Co., Inc. from BankAtlantic Bancorp, Inc., a Florida corporation ("BankAtlantic") by means of the merger (the "Merger") of Ryan Beck with and into SF RB Merger Sub, Inc., a New Jersey corporation and wholly-owned subsidiary of Stifel, with Merger Sub surviving the Merger.

Under the terms of the Merger Agreement, Stifel is obligated to make certain contingent payments based upon the performance of Ryan Beck's private client division over the two-year period following the Closing Date.

On August 14, 2008, Stifel and BankAtlantic entered into Amendment No. 1 to the Merger Agreement ("Amendment") whereby Stifel and BankAtlantic agree that Stifel shall pre-pay to BankAtlantic a portion of BankAtlantic's pro-rata share of the Private Client Contingent Payment ("PCCP") in exchange for a permanent reduction of BankAtlantic's pro-rata share of the PCCP that is otherwise anticipated to become due and payable after the end of the PCCP period, with such pre-payment representing a discount from the amount of such permanent reduction. Under the terms of the Amendment, BankAtlantic's pro-rata share of the PCCP will be reduced by $10,000,000 in consideration of Stifel's agreement to pre-pay $9,585,210 of such BankAtlantic pro-rata share of the PCCP amount. Stifel has elected to make such pre-prepayment using shares of Stifel Common Stock at an agreed upon per share consideration of $41.05, which yields an aggregate of 233,500 shares of Stifel Common Stock. In the event that BankAtlantic's pro-rata portion of the PCCP amount as finally calculated in accordance with Section 2.3(d) of the Merger Agreement is less than $10,000,000, BankAtlantic agrees to reimburse the shortfall (i.e., an amount equal to $10,000,000 less BankAtlantic's pro-rata share of the actual PCCP amount) to Stifel promptly following such final calculation.

A copy of the Amendment is attached as Exhibit 2.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The names, titles and amounts of the securities sold in connection with the Amendment, and their dates of sale, are described in Item 2.01, above, as are the consideration for such sales and the securities' terms of conversion or exercise, if any. The exemption from registration claimed for the sale of these securities is set forth in Section 4(2) of the Securities Act of 1933, as the sales did not involve any public offering.

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Item 8.01 Other Events.

On August 15, 2008, Stifel issued a press release announcing the Amendment, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K/A:

Exhibit.		Exhibit Description
	2.1	Amendment No. 1 to Merger Agreement
	99.1	Press Release, dated August 15, 2008

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: August 15, 2008	By:	/s/James M. Zemlyak
	Name:	James M. Zemlyak
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit.		Exhibit Description
	2.1	Amendment No. 1 to Merger Agreement
	99.1	Press Release, dated August 15, 2008

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EX-2

STIFEL FINANCIAL CORP.
Form 8-K Dated August 15, 2008
Exhibit 2.1

AMENDMENT No. 1 TO MERGER AGREEMENT

THIS AMENDMENT No. 1 TO MERGER AGREEMENT, dated as of the 14^th day of August, 2008 (this "Amendment"), is by and among Stifel Financial Corp., a Delaware corporation ("Parent"), and BankAtlantic Bancorp, Inc., a Florida corporation ("Bancorp").

RECITALS

A.        Parent, Bancorp, SF RB Merger Sub, Inc., a New Jersey corporation formed by Parent ("Merger Sub"), and Ryan Beck Holdings, Inc., a New Jersey corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") dated January 8, 2007. All capitalized terms used herein without definition shall have the meanings specified in the Merger Agreement.

B.         The parties to the Merger Agreement consummated the Merger on February 28, 2007, which was the Closing Date under the Merger Agreement.

C.        Pursuant to Section 11.3 of the Merger Agreement, Parent and Bancorp reserved the right to further amend, modify or supplement the Merger Agreement.

D.        Parent and Bancorp anticipate that Bancorp's pro-rata portion of the Private Client Contingent Payment Amount in respect of the two-year period following the Closing Date will exceed $10,000,000.00.

E.         Parent and Bancorp desire to amend the Merger Agreement to provide that Parent shall pre-pay to Bancorp a portion of Bancorp's pro-rata share of the Private Client Contingent Payment promptly following the execution and delivery of this Amendment, in exchange for a permanent reduction of Bancorp's pro-rata share of the Private Client Contingent Payment that is otherwise anticipated to become due and payable to Bancorp after the end of the PCCP Period, with such pre-payment representing a discount from the amount of such permanent reduction.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Parent and Bancorp agree as follows:

1.                                          Reduction of Private Client Contingent Payment Amount; Consideration for Reduction.  Notwithstanding the provisions of Section 2.3(d) of the Merger Agreement, Parent and Bancorp agree that Bancorp's pro-rata share of the Private Client Contingent Payment Amount that shall be calculated and become payable by Parent to Bancorp following the PCCP Period pursuant to Section 2.3(d) of the Merger Agreement shall be reduced by $10,000,000.00 in consideration of Parent's agreement to pre-pay $9,585,210 of such Bancorp pro-rata share of the Private Client Contingent Payment Amount.  In the event that Bancorp's pro-rata portion of the Private Client Contingent Payment Amount as finally calculated in accordance with Section 2.3(d) of the Merger Agreement is less than $10,000,000, Bancorp agrees to reimburse the shortfall (i.e., an amount equal to $10,000,000 less Bancorp's pro-rata share of the actual Private Client Contingent Payment Amount) to Parent promptly following such final calculation.

2.                  Election to use shares of Parent Common Stock.  The parties acknowledge that Parent is electing to make such prepayment using shares of Parent Common Stock at an agreed upon per share consideration of $41.05, which yields an aggregate of 233,500 shares of Parent Common Stock.  The shares of Parent Common Stock shall be issued to Bancorp promptly following the execution and delivery of this Amendment.

3.                  Conflict.  The parties acknowledge that the terms of this Amendment are intended to amend the terms of the Merger Agreement.  Accordingly, in the event of a conflict between the terms of this Amendment and the Merger Agreement, the terms contained in this Amendment shall control for all purposes.   

4.                  Severability.  If any term or other provision of this Amendment is held to be invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Amendment so as to given affect the original intent of the parties as closely as possible.  

5.                  Governing Law.  This Amendment shall in all respects be construed in accordance with and governed by the substantive laws of the State of New Jersey, without reference to its choice of law rules.  

6.                  Counterparts.  This Amendment may be executed and delivered (including by e transmission) in counterparts, each of which shall be deemed to be an original, and all taken together shall constitute one and the same agreement.

* * * * * * *

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first above written.

STIFEL FINANCIAL CORP.

By: /s/ Ronald J. Kruszewski                                                     

Name: Ronald J. Kruszewski
Title: Chief Executive Officer

BANKATLANTIC BANCORP, INC.

By: /s/ Valerie C. Toalson                                                      

Name: Valerie C. Toalson

Title: Chief Financial Officer

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EX-99

STIFEL FINANCIAL CORP.
Form 8-K Dated August 15, 2008
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 zemlyakj@stifel.com

For Immediate Release

Stifel Financial Corp. Reports Contingent Payment

St. Louis, Missouri - August 15, 2008 - Stifel Financial Corp. (NYSE: "SF") (the Company) announced today that it has issued 233,500 shares of it $0.15 par value common stock to BancAtlantic Bancorp, Inc. (NYSE: "BBX") for an advance of the Private Client Contingent Payment (PCCP) as additional consideration for the purchase of Ryan Beck Holdings, Inc., which the Company acquired on February 28, 2007. The Company agreed to prepay $10 million of the estimated $23 million PCCP, based upon annualized revenue production to date, which is due and payable after the two year earn out period ending February 28, 2009.  The Company has elected to make the payment in shares in lieu of cash.

Company Information

Stifel Financial Corp. operates 184 offices in 31 states and the District of Columbia through its principal subsidiary, Stifel Nicolaus and Company, Inc., and 3 European offices through Stifel Nicolaus Limited. Stifel Nicolaus provides securities brokerage, investment banking, trading, investment advisory, commercial and retail banking and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank & Trust offers a full range of consumer and commercial lending solutions. To learn more about Stifel, please visit the Company's web site at www.stifel.com.

Forward-Looking Statements

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 forward-looking statements in this press release are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements.  Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities:  the ability to successfully integrate the acquired companies; a material adverse change in the financial condition,; the risk of borrower, depositor and other customer attrition; a change in general business and economic conditions; changes in the interest rate environment, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies or guidelines; changes in legislation and regulation; other economic, competitive, governmental, regulatory, geopolitical, and technological factors affecting the companies' operations, pricing, and services; and other risk factors referred to from time to time in filings made by Stifel with the Securities and Exchange Commission.  Forward-looking statements speak only as to the date they are made.  Stifel does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Stifel disclaims any intent or obligation to update these forward-looking statements. 

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