-----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, MpUg49WWQzM7rKYi/fE4ZB63skDI6vfBLyPJso+dY0tCgPrk4wzNJAcSA2vTMgUw iqTkbyl7BOZkVTAWWx2wrA== 0000950134-02-003924.txt : 20020418 0000950134-02-003924.hdr.sgml : 20020418 ACCESSION NUMBER: 0000950134-02-003924 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020417 EFFECTIVENESS DATE: 20020417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CAPITAL TRUST I CENTRAL INDEX KEY: 0001169866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-86476-01 FILM NUMBER: 02614025 BUSINESS ADDRESS: STREET 1: 501 N BROADWAY CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 314 342 2000 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-86476 FILM NUMBER: 02614026 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 501 N BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 314-342-2000 MAIL ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 501 N BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 S-3MEF 1 c68982s-3mef.txt FORM S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 2002 REGISTRATION NO. 333-_____________ REGISTRATION NO. 333-_____________-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- STIFEL FINANCIAL CORP. STIFEL FINANCIAL CAPITAL TRUST I (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 43-1273600 74-6510998 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
-------------- 501 N. BROADWAY ST. LOUIS, MO 63102 (314) 342-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's and Co-Registrant's Principal Executive Offices) -------------- THOMAS A. PRINCE, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL STIFEL FINANCIAL CORP. 501 N. BROADWAY ST. LOUIS, MO 63102 (314) 342-2000 FAX: (314) 342-2850 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------- COPIES TO: R. RANDALL WANG, ESQ. JENNIFER R. EVANS, ESQ. HAROLD R. BURROUGHS, ESQ. JENNIFER DURHAM KING, ESQ. BRYAN CAVE LLP VEDDER, PRICE, KAUFMAN & KAMMHOLZ 211 NORTH BROADWAY, SUITE 3600 222 NORTH LASALLE STREET, SUITE 2600 ST. LOUIS, MO 63102 CHICAGO, ILLINOIS 60601 (314) 259-2000 (312) 609-7500 FAX: (314) 259-2020 FAX: (312) 609-5005
Approximate date of commencement of proposed sale to the public: As soon as practicable upon the effectiveness of this Registration Statement. If the only securities being registered on this form are being offered pursuant to a dividend or interest reinvestment plan, please check the following box. [ ] If any of the securities registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-84952 and 333-84952-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE =================================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE UNIT PRICE (1)(5) - ----------------------------------------------------------------------------------------------------------------------------------- 9.0% Cumulative Trust Preferred 230,000 $25 $5,750,000 $529 Securities of Stifel Financial Capital Trust I - ----------------------------------------------------------------------------------------------------------------------------------- 9.0% Junior Subordinated Debentures None due 2032 of Stifel Financial Corp.(2)(3) - ----------------------------------------------------------------------------------------------------------------------------------- Guarantee of Preferred Securities(2)(4) None ===================================================================================================================================
(1) The registration fee is calculated in accordance with Rule 457(a), (i), and (n) of the Securities Act of 1933. See note 5. (2) This Registration Statement is deemed to cover the 9.0% Junior Subordinated Debentures due 2032 of Stifel Financial Corp., the rights of holders of the 9.0% Junior Subordinated Debentures of Stifel Financial Corp. under the Indenture, and the rights of holders of the Preferred Securities under the Trust Agreement, the Guarantee and the Expense Agreement entered into by Stifel Financial Corp. (3) The 9.0% Junior Subordinated Debentures will be purchased by Stifel Financial Capital Trust I with the proceeds from the sale of the Preferred Securities. Such securities may later be distributed for no additional consideration to the holders of the Preferred Securities of Stifel Financial Capital Trust I upon its dissolution and the distribution of its assets. (4) No separate consideration will be received for the Guarantee. (5) On June 9, 1997, Stifel Financial Corp., the registrant in this offering, and Stifel Financial Capital Trust filed a registration statement on Form S-2 (File No. 333-28871) (the "1997 Registration Statement") and paid a registration fee of $8,713. The 1997 Registration Statement was later withdrawn and all securities registered under the 1997 Registration Statement remain unsold. Stifel Financial Capital Trust I is a wholly owned subsidiary of the registrant and is a co-registrant in this offering. Pursuant to Rule 457(p), $6,068 remaining in filing fees relating to the 1997 Registration Statement (after utilization of $2,645) offset the filing fee of $529 relating to this offering. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION IV OF FORM S-3 This registration statement is being filed with respect to the registration of (i) additional shares of 9.0% Cumulative Trust Preferred Securities of Stifel Financial Capital Trust I, a Delaware business trust, (ii) additional 9.0% Junior Subordinated Debentures due 2032 of Stifel Financial Corp., a Delaware corporation, and (iii) Stifel Financial Corp.'s Guarantee of such Trust Preferred Securities, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") and pursuant to General Instruction IV of Form S-3. In accordance with Rule 462(b), this registration statement incorporates by reference the contents of the co-registrants' Registration Statements on Form S-3 (Registration Numbers 333-84952 and 333-84952-01), which became effective on April 17, 2002. The required consents and opinions are listed in the Exhibit Index and filed herewith. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. The following exhibits are filed as part of this registration statement. Exhibit Number Description of Exhibit ------ ---------------------- 5.1 Opinion of Bryan Cave LLP. 5.2 Opinion of Richards, Layton & Finger, P.A. 8.1 Opinion of Bryan Cave LLP, as to certain tax matters. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Bryan Cave LLP (included in Exhibits 5.1 and 8.1). 23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 24.1 Power of Attorney, incorporated herein by reference to Exhibit 24.1 to Stifel Financial Corp.'s Registration Statement on Form S-3 (File No. 333-84952) filed March 27, 2002. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Stifel Financial Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri on the 17th day of April, 2002. STIFEL FINANCIAL CORP. (Co-Registrant) By: /s/ James M. Zemlyak --------------------------------------- James M. Zemlyak Senior Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities indicated and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ Ronald J. Kruszewski * Chairman of the Board, President and April 17, 2002 - -------------------------------------------- Chief Executive Officer (Principal Ronald J. Kruszewski Executive Officer), Director /s/ James M. Zemlyak Senior Vice President , Chief Financial April 17, 2002 - -------------------------------------------- Officer and Treasurer (Principal Financial James M. Zemlyak and Accounting Officer) /s/ Scott B. McCuaig * Senior Vice President and Director April 17, 2002 - ------------------------------------------- Scott B. McCuaig /s/ Bruce A. Beda * Director April 17, 2002 - ------------------------------------------- Bruce A. Beda /s/ Charles A. Dill * Director April 17, 2002 - ------------------------------------------- Charles A. Dill /s/ Richard F. Ford * Director April 17, 2002 - ------------------------------------------- Richard F. Ford /s/ John J. Goebel * Director April 17, 2002 - ------------------------------------------- John J. Goebel /s/ Walter F. Imhoff * Director April 17, 2002 - ------------------------------------------- Walter F. Imhoff /s/ Robert E. Lefton * Director April 17, 2002 - -------------------------------------------
Robert E. Lefton /s/ James M. Oates * Director April 17, 2002 - ------------------------------------------- James M. Oates /s/ George H. Walker III * Director April 17, 2002 - ------------------------------------------- George H. Walker III * By: /s/ James M. Zemlyak -------------------------------------- James M. Zemlyak Attorney-in-fact
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Stifel Financial Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 17th day of April, 2002. STIFEL FINANCIAL CAPITAL TRUST I (Co-Registrant) By: Stifel Financial Corp., as Depositor By: /s/ James M. Zemlyak --------------------------------------- James M. Zemlyak Senior Vice President, Chief Financial Officer and Treasurer INDEX TO EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 5.1 Opinion of Bryan Cave LLP. 5.2 Opinion of Richards, Layton & Finger, P.A. 8.1 Opinion of Bryan Cave LLP, as to certain tax matters. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Bryan Cave LLP (included in Exhibits 5.1 and 8.1). 23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 24.1 Power of Attorney, incorporated herein by reference to Exhibit 24.1 to Stifel Financial Corp.'s Registration Statement on Form S-3 (File No. 333-84952) filed March 27, 2002. EX-5.1 3 c68982ex5-1.txt OPINION/CONSENT OF BRYAN CAVE LLP EXHIBIT 5.1 [BRYAN CAVE LLP LETTERHEAD] April 17, 2002 Stifel Financial Corp. 501 North Broadway St. Louis, Missouri 63012 Attention: Board of Directors Stifel Financial Capital Trust I c/o Stifel Financial Corp. 501 North Broadway St. Louis, Missouri 63012 Attention: Administrative Trustees Gentlemen: We have acted as special counsel to Stifel Financial Corp., a Delaware corporation (the "Company"), and Stifel Financial Capital Trust I, a Delaware statutory business trust (the "Trust"), in connection with the preparation of the Registration Statement on Form S-3 filed by the Company and the Trust on April 17, 2002 with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), for the purpose of registering under the Act additional preferred securities (the "Preferred Securities") of the Trust, subordinated debentures (the "Subordinated Debentures") of the Company and the guarantee of the Company with respect to the Preferred Securities (the "Guarantee"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the certificate of trust (the "Certificate of Trust") filed by the Trust with the Secretary of State of the State of Delaware on March 21, 2002; (ii) the Trust Agreement, dated as of March 21, 2002, with respect to the Trust; (iii) the form of the Amended and Restated Trust Agreement with respect to the Trust; (iv) the form of the Preferred Securities of the Trust; (v) the form of the Guarantee between the Company and Wilmington Trust Company, as trustee; (vi) the form of the Subordinated Debentures; and (vii) the form of the Indenture (the "Indenture"), between the Company and Wilmington Trust Company, as trustee, in each case in the form filed as an exhibit to the Registration Statement on Form S-3 (Registration Nos. 333-84952 and 333-84952-0) filed by the Company and the Trust on March 27, 2002 with the Commission, as amended. We have also examined originals or copies, certified, or otherwise identified to our satisfaction, of such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. For purposes of paragraphs (1) and (2) below, we have assumed the taking by the Pricing Committee of the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance and terms of the Subordinated Debentures and the Guarantee, and the issuance and the terms thereof and related matters. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. In examining documents executed by parties other than the Company or the Trust, we have assumed that such parties had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by such parties of such documents and that, except as set forth in paragraphs (1) and (2) below, such documents constitute valid and binding obligations of such parties. In addition, we have assumed that the Amended and Restated Trust Agreement of the Trust, the Preferred Securities of the Trust, the Guarantee, the Subordinated Debentures and the Indenture, when executed, will be executed in substantially the form reviewed by us. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees, and other representatives of the Company, the Trust, and others. We are members of the bar of the state of Missouri, and we express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing and to other qualifications and limitations set forth herein, we are of the opinion that: 1. After the Indenture has been duly executed and delivered, the Subordinated Debentures, when duly executed, delivered, authenticated and issued in accordance with the Indenture and delivered and paid for as contemplated by the Registration Statements, will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding at law or in equity. 2. The Guarantee, when duly executed and delivered by the parties thereto, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding at law or in equity. We hereby consent to the reference to us under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement and to the inclusion of this legal opinion as an Exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ BRYAN CAVE LLP EX-5.2 4 c68982ex5-2.txt OPINION/CONSENT OF RICHARDS LAYTON & FINGER P.A. EXHIBIT 5.2 [RICHARDS, LAYTON & FINGER LETTERHEAD] April 17, 2002 Stifel Financial Corp. 501 N. Broadway St. Louis, MO 63102 Re: Stifel Financial Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for Stifel Financial Corp., a Delaware corporation (the "Company"), and Stifel Financial Capital Trust I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust (the "Certificate of Trust"), as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on March 21, 2002; (b) The Trust Agreement of the Trust, dated as of March 21, 2002, between the Company and the trustees named therein; (c) The Registration Statement (the "Registration Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, on Form S-3 including a preliminary prospectus (the "Prospectus"), relating to the cumulative trust preferred securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), to be filed by the Company and the Trust with the Securities and Exchange Commission on April 17, 2002. (d) A form of Amended and Restated Trust Agreement for the Trust, to be entered into between the Company and the trustees of the Trust named therein (including the Exhibits thereto) (the "Trust Agreement"), to be filed as an exhibit to the Registration Statement; and (e) A Certificate of Good Standing for the Trust, dated April 8, 2002, obtained from the Secretary of State. Stifel Financial Corp. April 17, 2002 Page 2 Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for such Preferred Security, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are authenticated, issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement or the Prospectus and assume no responsibility for their contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: Stifel Financial Corp. April 17, 2002 Page 3 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C.ss.3801, et. seq. 2. The Preferred Securities of the Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable beneficial interests in the assets of the Trust. 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ RICHARDS, LAYTON & FINGER, P.A. EX-8.1 5 c68982ex8-1.txt OPINION/CONSENT OF BRYAN CAVE LLP EXHIBIT 8.1 BRYAN CAVE LLP ST. LOUIS, MISSOURI 245 PARK AVENUE RIYADH, SAUDI ARABIA WASHINGTON, D.C. KUWAIT CITY, KUWAIT KANSAS CITY, MISSOURI NEW YORK, NEW YORK 10167-0034 ABU DHABI, UNITED ARAB EMIRATES JEFFERSON CITY, MISSOURI DUBAI, UNITED ARAB EMIRATES OVERLAND PARK, KANSAS (212) 692-1800 HONG KONG PHOENIX, ARIZONA SHANGHAI, PEOPLE'S REPUBLIC OF CHINA LOS ANGELES, CALIFORNIA facsimile: (212) 692-1900 IN ASSOCIATION WITH BRYAN CAVE, IRVINE, CALIFORNIA A MULTINATIONAL PARTNERSHIP. LONDON, ENGLAND
April 17, 2002 Stifel Financial Corporation Stifel Financial Capital Trust I 501 North Broadway 501 North Broadway St. Louis, Missouri 63102 St. Louis, Missouri 63102 Re: Registration Statement on Form S-3 Gentlemen: We have acted as special tax counsel for Stifel Financial Corporation, a Delaware corporation (the "Company"), and Stifel Financial Capital Trust I (the "Trust"), a statutory business trust created under the laws of Delaware, in connection with the above-captioned Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the "Commission") on April 17, 2002, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act") (the "Registration Statement"), for the purpose of registering additional Cumulative Trust Preferred Securities (the "Preferred Securities") to be issued by the Trust and with respect to the Preferred Securities Guarantee and the Junior Subordinated Debentures (the "Debentures") to be issued by the Company to the Trust in connection with such issuance of the Preferred Securities. All capitalized terms not otherwise defined herein shall have the meaning as described in the Registration Statement. In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Trust Agreement dated as of March 21, 2002; (ii) the Amended and Restated Trust Agreement of the Trust; (iii) the form of Certificate Evidencing Preferred Securities of the Trust; (iv) the form of the Preferred Securities Guarantee Agreement; (v) the form of the Indenture; and (vi) the form of the Debentures. We have also made such investigations of law and fact as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein. We hereby confirm that the statements contained under the heading "Federal Income Tax Consequences" in the Prospectus for the offering of the Preferred Securities filed as part of the Registration Statement ("Prospectus") insofar as such statements constitute matters of law or legal conclusions, as qualified therein, are our opinion and such statements are true, correct and complete in all material respects. Although such Stifel Financial Corporation Stifel Financial Capital Trust I April 17, 2002 Page 11 statements do not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of Preferred Securities, it is our opinion that such statements are, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of Preferred Securities, based upon current law as they relate to holders described therein. It is possible that contrary positions with regard to the purchase, ownership and disposition of the Preferred Securities may be taken by the Internal Revenue Service (the "Service") and that a court may agree with such contrary positions. Based upon the facts, assumptions and representations set forth or referred to herein, and the accuracy of such facts, assumptions and representations as of the date hereof, and assuming full compliance with the terms of the Amended and Restated Trust Agreement of the Trust and the Indenture, it is our opinion that (1) the Debentures will be treated as indebtedness of the Company for United States federal income tax purposes, and (2) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation. Accordingly, each beneficial owner of Preferred Securities will be treated as owning an undivided beneficial interest in the Debentures. The opinions expressed in this letter are based on the Internal Revenue Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authorities reported as of the date hereof. We have also considered the position of the Service reflected in published and private rulings. There can be no assurances, however, that future legislation or administrative changes, court decisions or interpretations of the Service will not significantly modify the statements or opinions expressed herein. Our opinion is being furnished in connection with the filing of the Registration Statement and is limited to the United States federal income tax issues specifically considered herein. We do not express any opinion as to any other United States federal income tax issues or any state or local tax issues. Although the opinions herein are based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings. We hereby consent to the use of our name under the captions "Federal Income Tax Consequences" and "Legal Matters" in the Prospectus and the filing of this opinion with the Commission as Exhibit 8.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is Stifel Financial Corporation Stifel Financial Capital Trust I April 17, 2002 Page 12 required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof and applies only to the disclosures set forth in the Prospectus and Registration Statement. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. Very truly yours, /s/ BRYAN CAVE LLP EX-23.1 6 c68982ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Stifel Financial Corp. and Stifel Financial Capital Trust I on Form S-3 of our reports dated March 1, 2002 appearing in the Annual Report on Form 10-K/A of Stifel Financial Corp. for the year ended December 31, 2001 and to the references to us under the headings "Selected Consolidated Financial Data" and "Experts" in the prospectus incorporated by reference into this Registration Statement. /s/ DELOITTE & TOUCHE LLP St. Louis, Missouri April 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----