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):  July 1, 2010

 

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or Other Jurisdiction 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) (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))

 

 

1

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On July 1, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2010, among Stifel Financial Corp., a Delaware corporation (“Stifel”), PTAS, Inc., a Delaware corporation and a wholly-owned subsidiary of Stifel (“Merger Sub”), and Thomas Weisel Partners Group, Inc., a Delaware corporation (“Thomas Weisel Partners”), Merger Sub merged with and into Thomas Weisel Partners (the “Merger”), with Thomas Weisel Partners surviving the Merger.  As a result of the Merger, Thomas Weisel Partners is now a wholly-owned subsidiary of Stifel. 

 

Pursuant to the Merger Agreement, each outstanding share of Thomas Weisel Partners common stock was converted into the right to receive 0.1364 shares of Stifel common stock.  In addition, each outstanding Thomas Weisel Partners restricted stock unit was converted into the right to receive 0.1364 shares of Stifel common stock, and each outstanding Thomas Weisel Partners stock option was converted into the right to acquire 0.1364 shares of Stifel common stock, in each case in accordance with the existing vesting schedule and other terms thereof.  Further, pursuant to the Merger Agreement, each exchangeable share (the “Exchangeable Shares”) of TWP Acquisition Company (Canada), Inc., a corporation organized under the Ontario Business Corporation Act, and a subsidiary Thomas Weisel Partners’ (“Canadian Sub”), will remain outstanding following the Merger and has become exchangeable for 0.1364 shares of Stifel common stock. 

 

On July 1, 2010, Stifel issued a press release announcing the completion of the Merger and the other transactions contemplated by the Merger Agreement and the cessation of trading in Thomas Weisel Partners common stock as of the end of trading hours on the NASDAQ Global Market on June 30, 2010.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

            Concurrently with the completion of the Merger described above under Item 2.01, Stifel adopted and filed a Certificate of Designations, Preferences and Rights of Special Voting Preferred Stock (the “Certificate of Designations”) to create the share of special voting preferred stock that was issued to the trustee appointed under a voting and exchange trust agreement with respect to the Exchangeable Shares.  Except as otherwise required by law, the holder of record of the share of special voting preferred stock will have a number of votes equal to the number of votes that the holders of Exchangeable Shares that are not owned by Stifel or any person directly or indirectly controlled by or under common control with Stifel would be entitled to if all such Exchangeable Shares were exchanged by the holders thereof for shares of Stifel common stock, in each case for the election of directors and on all matters submitted to a vote of the stockholders of Stifel.  Except as otherwise required by law, the holder of record of the share of special voting preferred stock and the holders of Stifel common stock will vote together as one class on all matters.  The holder of the share of special voting preferred stock will not be entitled to receive dividends from Stifel and, in the event of any liquidation, dissolution or winding-up of Stifel, will not be entitled to receive any assets of Stifel.  At such time as there are no Exchangeable Shares outstanding not owned by Stifel or any person directly or indirectly controlled by or under common control with Stifel, and there are no shares of stock, debt, options or other agreements of Canadian Sub that could give rise to the issuance of any Exchangeable Shares to any person (other than Stifel or any person directly or indirectly controlled by or under common control with Stifel), the share of special voting preferred stock will be cancelled and retired without further action of Stifel, its Board of Directors or its shareholders and without the payment of any consideration in exchange for such cancellation.  The description of the special voting preferred stock is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.1 and is incorporated by reference herein.          

 

   

 

2

 

Item 9.01 Financial Statements and Exhibits .

 

(d)        Exhibits.

 

Exhibit Number

Description of Exhibit

 

 

3.1

Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock.

99.1

Press Release dated July 1, 2010.

 

 

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:  July 1, 2010

By:

/s/ James M. Zemlyak

 

Name:

James M. Zemlyak

 

Title:

Senior Vice President, Chief Financial Officer and Treasurer

 

                       

                                                                                 

 

 

4

 

 

EXHIBIT INDEX

 

Exhibit Number

Description of Exhibit

 

 

3.1

Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock.

99.1

Press Release dated July 1, 2010.

 

 

 

 

 

 

5

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS,

PREFERENCES AND RIGHTS

OF

THE SPECIAL VOTING PREFERRED STOCK

OF

STIFEL FINANCIAL CORP.

 

(PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW)

 

Stifel Financial Corp., a Company organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law (“DGCL”).

 

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Company (the “Board of Directors” or the “Board”) in accordance with the provisions of the Restated Certificate of Incorporation of the Company, the Board of Directors hereby authorizes a series of the Company’s previously authorized Preferred Stock, par value $1.00 per share (the “Preferred Stock”), and hereby states the designations and number of shares and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

 

SPECIAL VOTING PREFERRED STOCK:

 

Section 1.  Designation, Amount and Par Value . The series of preferred stock shall be designated as the Special Voting Preferred Stock (the “Special Voting Preferred Stock”) and the number of shares so designated shall be one (1). The share of Special Voting Preferred Stock shall have a par value of $1.00 per share.

 

Section 2.  Dividends . The holder of record of the Special Voting Preferred Stock shall not be entitled to r eceive any dividends declared and paid by the Company.

 

Section 3.  Voting Rights . Except as otherwise required by law, with respect to the election of directors and on all matters submitted to a vote of the stockholders of the Company, the holder of record of the share of Special Voting Preferred Stock shall have a number of votes from time to time equal to the number of votes to which the holders of the shares of the Company’s common stock, par value $0.15 per share (“Common Stock”), issuable upon exchange of all outstanding Non-Voting Exchangeable Shares (“Exchangeable Shares”) of TWP Acquisition Company (Canada), Inc., a subsidiary of the Company organized under the Canada Business Corporations Act (“Canada Sub”) not owned by the Company or any person directly or indirectly controlled by or under common control with the Company, would be entitled with respect to such shares of Common Stock and such election or other matter if all such Exchangeable Shares were exchanged by the holders thereof for shares of the Common Stock of the Company pursuant to the terms of the Exchangeable Shares.  The term “control” (including its correlative meanings, the terms “controlled by” and “under common control with”), as

 

applied to any person, means the possession, directly or indirectly, of the power to direct (or cause the direction of) the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract, or otherwise. The term “person” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a governmental entity or any agency, instrumentality or political subdivision of a governmental entity, or any other entity or body. Except as otherwise required by law, the holder of record of the single share of the Special Voting Preferred Stock and the holders of Common Stock of the Company shall vote together as one class on all matters submitted to a vote of the stockholders of the Company.    

Section 4.  Liquidation . Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder of record of the Special Voting Preferred Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

 

Section 5.  Other Provisions .

 

(a) Pursuant to the terms of the Voting and Exchange Trust Agreement by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Weisel”), Canada Sub and CIBC Mellon Trust Company, as trustee (the “Trustee”), dated January 2, 2008 (the “Trust Agreement”), one share of special voting preferred stock of Weisel was issued to the Trustee in exchange for consideration of $0.01.  Pursuant to an Agreement and Plan of Merger among the Company, PTAS, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Weisel, dated April 25, 2010, PTAS, Inc. will merge with and into Weisel (the “Merger”), with Weisel surviving the Merger and becoming a wholly-owned subsidiary of the Company.  At or prior to the effective time of the Merger, Canada Sub, Weisel, the Company and the Trustee, as trustee, will enter into a Voting and Exchange Trust Supplement Agreement (the “Supplement”)  which shall amend the Trust Agreement.  Pursuant to the terms of the Supplement, the Company (i) shall deposit one share of the Special Voting Preferred Stock created hereby with the Trustee in substitution of the share of special voting preferred stock of Weisel held by the Trustee , and (ii) will agree to assume all of the obligations and acquire all of the rights of Weisel under the Trust Agreement.

 

(b) The Trustee shall exercise the voting rights attached to the Special Voting Preferred Stock pursuant to and in accordance with the Trust Agreement, as amended by the Supplement. The voting rights attached to the Special Voting Preferred Stock shall terminate pursuant to and in accordance with the Trust Agreement, as amended by the Supplement.

 

(c) At such time as the Special Voting Preferred Stock has no votes attached to it because there are no Exchangeable Shares of Canada Sub outstanding that are not owned by the Company or any person directly or indirectly controlled by or under common control with the Company, and there are no shares of stock, debt, options or other agreements of Canada Sub that could give rise to the issuance of any Exchangeable Shares to any person (other than the Company or any person directly or indirectly controlled by or under common control with the Company), the Special Voting Preferred Stock shall be canceled and retired without further

                                                                                                       2     

 

 

action of the Company, the Board of Directors of the Company or any shareholder of the Company and without the payment of any consideration in exchange therefor.

 

Signature Page Follows

                                                                                                       3     

 

            IN WITNESS WHEREOF , this Certificate of Designations, Preferences and Rights is executed on behalf of the Company on this 30th day of June, 2010.

 

 

 

 

 

 

STIFEL FINANCIAL CORP.

 

 

 

By:

      /s/ James M. Zemlyak

 

Name:

James M. Zemlyak

 

Title:

Senior Vice President, Chief Financial Officer and Treasurer

 

 

 

 

 

 

                                                                                                       4     

  EXHIBIT 99.1

 

 

FOR IMMEDIATE RELEASE

                         

STIFEL AND THOMAS WEISEL PARTNERS COMPLETE STRATEGIC MERGER

 

Building the Premier Middle-Market Investment Bank

 

ST. LOUIS, July 1, 2010 – Stifel Financial Corp. (NYSE: SF), a full-service brokerage and investment banking firm, is pleased to announce the completion of the merger with Thomas Weisel Partners Group, Inc.  The merger furthers Stifel’s mission of building the premier middle-market investment bank with significantly enhanced investment banking, research, and wealth management capabilities.

 

“This transaction continues our commitment to balanced growth by expanding our investment banking platform in key sectors of the global economy.  The integration planning process has gone extremely well, and we now look forward to executing our plan with an enhanced platform that is well-positioned to compete in our core competencies and expand into others.  Our clients will experience an expanded set of product offerings across broader industry groups, and we expect our combined results will continue to drive value for our shareholders,” stated Ronald J. Kruszewski, Chairman, President, and CEO of Stifel Financial Corp.  “We believe this transaction is accretive to book value, to earnings per share, and to our growth rate.”

 

With very little overlap in investment banking and research, the combination is additive to the existing platform in a number of ways.  The investment banking team consists of more than 250 talented associates providing debt, equity and equity-linked offerings, private placements, and strategic advisory services.  In research, the combination creates one of the largest U.S. equity research platforms, with more than 1,000 companies under coverage.   The combination also expands Stifel’s institutional equity business both domestically and internationally. 

 

Today’s announcement follows shareholder approval of the transaction at the 2010 Annual Meeting of Shareholders of Thomas Weisel Partners Group, Inc. and receipt of all required regulatory approvals.  Each Thomas Weisel Partners shareholder will receive 0.1364 shares of Stifel common stock for each common share of Thomas Weisel Partners Group, Inc.

 

The combined company will continue to operate under the Stifel Financial Corp. name and trade on the NYSE under the symbol “SF.”  The investment banking platform of Stifel, Nicolaus & Company, Incorporated will operate under the Stifel Nicolaus Weisel name.  As of market close yesterday, Thomas Weisel Partners’ common shares ceased trading on NASDAQ.  Stifel Financial Corp. will remain headquartered in St. Louis, Missouri with significant presence in Baltimore, New York, San Francisco, and Toronto.  

 

Company Information

Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri.  Stifel Financial has approximately 5,000 associates in 310 offices in 43 states, the District of Columbia, and two Canadian provinces through its principal subsidiary, Stifel, Nicolaus & Company, Incorporated, and its Canadian subsidiary, Thomas Weisel Partners Canada Inc., and three European offices through Stifel Nicolaus Limited.  Stifel Nicolaus provides securities brokerage, trading, investment advisory, and related financial services, primarily to individual investors, professional money managers, businesses, and municipalities, and Stifel Nicolaus Weisel provides investment banking services.  Stifel Bank & Trust offers a full range of consumer and commercial lending solutions. To learn more about Stifel Financial, please visit the Company’s web site at www.stifel.com .

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, which are subject to risks, uncertainties, and assumptions about us.  In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “optimistic,” “potential,” “future,” or “continue,” the negative of these terms, and other comparable terminology. These statements are only predictions based on the company’s current expectations about future events.  There are important factors that could cause actual results, level of activity, performance or achievements, or other events or circumstances to differ materially from the results, level of activity, performance, or achievements expressed or implied by these forward-looking statements.  These factors include, but are not limited to, the state of the financial markets and the economy, Stifel’s ability to implement its strategic initiatives and achieve the expected benefits of the merger with Thomas Weisel Partners, retain its professionals, as well as other competitive, economic, political, and market conditions and fluctuations, government and industry regulation, risks relating to the merger with Thomas Weisel Partners, including the effect of the completion of the transaction on the companies’ business relationships, operating results and business generally, and other factors.  Some of the other factors are those that are discussed in Item 1A – “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2009, and in the company’s Quarterly Reports on Form 10-Q filed with the SEC thereafter.  The company does not assume responsibility for the accuracy or completeness of any forward-looking statement, and you should not rely on forward-looking statements as predictions of future events.  The company is under no duty to update any of these forward-looking statements to conform them to actual results or revised expectations.

 

* * *

 

Investor Relations Contact:                                                                                                                  Media Contact:

Sarah Anderson                                                                                                                                        Rosemary Smith

(415) 364-2500                                                                                                                                         (415) 364-2500