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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 30, 2006
STIFEL FINANCIAL CORP.
Delaware |
1-9305 |
43-1273600 |
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___________________________
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))
Page 1
Item 7.01 Regulation FD Disclosure
On October 30, 2006, Stifel Financial Corp. issued a press release announcing that Stifel and privately held Miller Johnson Steichen Kinnard, Inc. (MJSK) has entered into a letter of intent to acquire the private client business of MJSK. Stifel will acquire certain assets related to the private client business for cash.
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 (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 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Certain statements in this Form 8-K are "forward-looking statements" within the meaning of U.S. federal securities laws. Stifel intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements include, but are not limited to, statements about Stifel's expectation regarding the timing of the closing of the transaction. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the information set forth in these forward-looking statements include the satisfaction of the closing conditions for each of the transactions, including the satisfactory completion by Stifel of its due diligence investigation and the transactions contemplated by the Agreement, and other factors and events. Many of these factors and ev ents are beyond Stifel's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this Form 8-K. Stifel does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1: Press release issued on October 30, 2006.
Page 2
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: October 30, 2006 |
By: /s/ Ronald J. Kruszewski |
Name: Ronald J. Kruszewski |
Page 3
Exhibit Index
|
|
|
Exhibit No. |
Description |
|
99.1 |
|
Press release issued on October 30, 2006. |
Page 4
STIFEL FINANCIAL CORP.
Exhibit 99.1: Press Release
One Financial Plaza | 501 North Broadway | St. Louis, MO 63102 | (314) 342-2000
STIFEL FINANCIAL CORP. ANNOUNCES
ENTERING INTO LETTER OF INTENT TO PURCHASE
MJSK PRIVATE CLIENT BUSINESS
St. Louis, Missouri, October 30, 2006
- Stifel Financial Corp. (NYSE: "SF") and privately held Miller Johnson Steichen Kinnard, Inc. (MJSK) announced today that Stifel has entered into a letter of intent to acquire the private client business of MJSK. Stifel will acquire certain assets related to the private client business for cash. In addition, upon the closing of the transaction, which is expected to occur in the fourth quarter of this year, substantially all of the key associates of the MJSK private client business have agreed to join Stifel.The consummation of the transaction is subject to the parties entering into a definitive acquisition agreement and the satisfaction of certain specified conditions, including approval by relevant regulatory authorities.
"By adding the talented investment professionals from MJSK, Stifel is able to further expand our footprint in Minnesota, where we currently have seven offices," commented Ronald J. Kruszewski, chairman and chief executive officer of Stifel Financial Corp. and Stifel, Nicolaus & Company, Incorporated. "We welcome this outstanding group of experienced professionals who share the same commitment to quality advice, personal service, and long-term relationships that has been the hallmark of Stifel Nicolaus for 116 years," said Scott B. McCuaig, president of Stifel Nicolaus.
"Stifel Nicolaus is a well-respected, growing, and broker-friendly investment banking firm," said David Johnson, MJSK Chief Executive Officer. "They offer us an extensive array of products and services that will be attractive to both clients and brokers. Strategically, this is a very good fit."
The associates of the MJSK private client business will remain at their present locations in and around Minneapolis, Minnesota; the Dakotas; and Scottsdale, Arizona.
Company Information
Stifel Financial Corp. operates 122 offices in 27 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. 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 ultimate structure of any transaction ultimately consummated by Stifel and MJSK pertaining to the MJSK private client business could vary materially from that outlined herein. Stifel and MJSK may determine not to conclude a transaction on these terms, or on any terms. 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