-----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, RDaPr2845zW/81ocY2oisfp4XHwCkMwkDJr1oK0WeukyB6L1Cbm2Q0YxBlXLpe1R CiRrIoUONK/DOYbY3etqaA== 0000720672-08-000082.txt : 20080925 0000720672-08-000082.hdr.sgml : 20080925 20080924185317 ACCESSION NUMBER: 0000720672-08-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080924 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080925 DATE AS OF CHANGE: 20080924 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: 081087381 BUSINESS ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 314-342-2000 MAIL ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 8-K 1 r8k_20080924.htm FORM 8-K DATED 9/24/08 Form 8-K Dated September 24, 2008

 

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 24, 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 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 March 18, 2008, Stifel Financial Corp. ("Stifel" or the "Company") (NYSE: SF) ) announced today that Stifel and The Western and Southern Life Insurance Company ("Western and Southern") priced the public offering of an aggregate of 1,700,000 shares of Stifel common stock at a price of $45.00 per share. This represents an increase of 500,000 shares from the previously announced offering size of 1,200,000 shares of common stock.  Of these shares, 1,300,000 shares are being offered by Stifel and 400,000 shares are being offered by Western and Southern.  Stifel will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder in this offering.

This offering is expected to close on Monday, September 29, 2008. The Company and Western and Southern have granted the underwriters an option, exercisable for 30 days from the closing, to purchase an aggregate of 255,000 additional shares of common stock to cover over-allotments, if any.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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, as amended (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, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K 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 report not dealing with historical results are forward-looking and are based on various assumptions. The forward-looking statements in this report 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: our goals, intentions and expectations; our business plans and growth strategies; our ability to integrate and manage our acquired businesses; estimates of our risks and future costs and benefits; and forecasted demographic and economic trends relating to our industry; 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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Item 9.01 Financial Statements and Exhibits.

 

(d)        Exhibits.

Exhibit Number

Description of Exhibit

99.1

Press Release, dated September 24, 2008

 

3



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 24, 2008

By:        /s/  Ronald J. Kruszewski

Name:  Ronald J. Kruszewski

Title:     President and Chief Executive Officer

 

                                                                                   

 

4



EXHIBIT INDEX

 

           

Exhibit Number

Description of Exhibit

99.1

Press Release, dated September 24, 2008

 

5


EX-99 2 r8k_20080924exh991.htm PRESS RELEASE DATED 9/24/08 Form 8-K Dated September 24, 2008 -- Exhibit 99.1: Press Release

STIFEL FINANCIAL CORP.
Form 8-K Dated September 24, 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 IMMEDIATE RELEASE

Stifel Financial Announces Pricing of Public Offering of 1,700,000 Shares of Common Stock
by Stifel Financial and Selling Stockholder

 

ST. LOUIS, September 24, 2008 - Stifel Financial Corp. ("Stifel" or the "Company") (NYSE: SF) announced today that Stifel and The Western and Southern Life Insurance Company ("Western and Southern") priced the public offering of an aggregate of 1,700,000 shares of Stifel common stock at a price of $45.00 per share. This represents an increase of 500,000 shares from the previously announced offering size of 1,200,000 shares of common stock.  Of these shares, 1,300,000 shares are being offered by Stifel and 400,000 shares are being offered by Western and Southern.  Stifel will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder in this offering.

This offering is expected to close on Monday, September 29, 2008. The Company and Western and Southern have granted the underwriters an option, exercisable for 30 days from the closing, to purchase an aggregate of 255,000 additional shares of common stock to cover over-allotments, if any.

Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus"), Merrill Lynch & Co. and Keefe, Bruyette & Woods, Inc. 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.

Company Information

Stifel Financial Corp. operates 188 offices in 34 states and the District of Columbia through its principal subsidiary, Stifel, Nicolaus & Company, Incorporated, and 3 European offices through Stifel Nicolaus Limited. Stifel Nicolaus provides securities brokerage, investment banking, trading, investment advisory, and related financial services, primarily, to individual investors, professional money managers, businesses, and municipalities. 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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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: our goals, intentions and expectations; our business plans and growth strategies; our ability to integrate and manage our acquired businesses; estimates of our risks and future costs and benefits; and forecasted demographic and economic trends relating to our industry; 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.

* * *

 

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

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