-----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, TFmuoeRc+Ydy6C0AiD/z2FK99s7YcpzCd9DYmyb6sP2RY9mb8lz20X346HP7Y2kR 1whn2EdvZbvGQ8xswUbzqw== 0000720672-96-000021.txt : 19970124 0000720672-96-000021.hdr.sgml : 19970124 ACCESSION NUMBER: 0000720672-96-000021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961029 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 19961105 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 96654706 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/A 1 FORM 8-K/A NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A No. 1 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. Exhibit 16.2: Letter from Coopers & Lybrand L.L.P. to the Securities and Exchange Commission stating that they have reviewed Item 4 in the Form 8-K, 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 LETTER FROM COOPERS & LYBRAND L.L.P. TO THE REGISTRANT 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. 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 EX-16.2 3 LETTER FROM COOPERS & LYBRAND L.L.P. TO THE SEC Exhibit 16.2 [Coopers & Lybrand L.L.P. letterhead] November 4, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington D.C. 20549 Gentlemen: We have read the statements made by Stifel Financial Corp. (Registrant) (copy attached), which we understand were filed with the Commission pursuant to Item 4 of Form 8-K, as part of the Registrant's Form 8-K report dated November 1, 1996. In addition to the information reported in such Form 8-K, with which we agree, we have additional commentary as follows: The disagreements referred to in the Registrant's Form 8-K involved the application of accounting principles related to the carrying value of fixed assets acquired in connection with an equipment lease termination and buyout transaction, re- establishment of an asset related to employee bonus notes receivable which had been previously fully amortized on an accelerated basis and write-up of the carrying value of an investment in a non readily marketable security. The Coopers & Lybrand L.L.P. engagement partner had a difference of opinion with the Registrant's former Chief Financial Officer related to the accounting principles applied to each of the three issues presented above. As a result of certain assertions made by the Registrant's former Chief Financial Officer to justify his position with regard to the difference of opinion referred to above, the engagement partner informed the Registrant's Chief Executive Officer that Coopers & Lybrand L.L.P. could no longer rely on the representations of the Registrant's former Chief Financial Officer. In our opinion these circumstances constitute an "event" that should be reported. Senior Management of the Registrant took immediate remedial action such that Coopers & Lybrand L.L.P. could complete the audit of the Registrant's 1995 financial statements. At the conclusion of the audit, Senior Management of the Registrant agreed to record the adjustments which had been the subject of the disagreements. The adjustments resulted in a charge to the first quarter 1995 results of operations of approximately $160,000, net of tax, and a charge to the fourth quarter 1995 results of operations of approximately $80,000, net of tax. The impact of the adjustments related to the disagreements and all other adjustments recorded as a result of the audit, which together resulted in the restatement of each of the previously filed 1995 quarterly reports on Form 10-Q of the Registrant, have been disclosed in the "Quarterly Results" section of the Registrant's 1995 annual audited financial statements. The adjustments related to the disagreements were discussed with members of the Registrant's Audit Committee on April 22, 1996, where the Coopers & Lybrand L.L.P. engagement partner informed the Committee that all matters had been resolved to his satisfaction and that there were no ongoing disagreements with the Registrant's management. Very truly yours, /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a limited liability association incorporated in Switzerland -----END PRIVACY-ENHANCED MESSAGE-----