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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): NOVEMBER 20, 2006
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9305 43-1273600
State or Other Jurisdiction of Commission File No. I.R.S. Employer
Incorporation or Organization Identification Number
ONE FINANCIAL PLAZA
501 NORTH BROADWAY
ST. LOUIS, MISSOURI 63102-2102
(Address of principal executive offices)
(314) 342-2000
(Registrant's Telephone Number,
Including Area Code)
NOT APPLICABLE
(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:
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 20, 2006, Stifel Financial Corp., a Delaware corporation
("Stifel"), and its wholly-owned subsidiary, FSFC Acquisition Co., a Missouri
corporation ("AcquisitionCo"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with First Service Financial Company, a Missouri corporation
("First Service"), pursuant to which Stifel will acquire First Service and its
wholly-owned bank subsidiary, FirstService Bank, by means of the merger (the
"Merger") of AcquisitionCo with and into First Service. The total consideration
payable by Stifel in the Merger for all of the outstanding shares of First
Service is approximately $37.9 million cash.
The boards of directors of Stifel and First Service have each approved the
Merger Agreement. Consummation of the Merger is subject to a number of customary
conditions, including the receipt of all required regulatory approvals and
approval of the First Service shareholders. Upon consummation of its acquisition
of First Service and its wholly-owned bank subsidiary FirstService Bank, Stifel
will become a bank holding company and a "financial holding company", subject to
the supervision and regulation of The Board of Governors of the Federal Reserve
System.
The Merger Agreement contains certain termination rights for Stifel and
First Service. The Merger Agreement further provides that upon termination of
the Merger Agreement under specified circumstances First Service may be required
to pay Stifel a termination fee of $1,400,000.
Concurrently with the execution of the Merger Agreement, Stifel and
AcquisitionCo entered into a Shareholder Voting Agreement (the "Voting
Agreement") with all of First Service's current directors in which the
directors, in their capacities as First Service shareholders, have agreed to
vote their shares of First Service common stock in favor of the Merger Agreement
and the transactions contemplated thereby, including the Merger. Collectively,
the First Service directors own approximately 43% of the issued and outstanding
shares of First Service common stock. Approval of the Merger requires the
approval of the holders of two-thirds of the issued and outstanding shares of
First Service common stock.
The foregoing summary of the Merger Agreement is not complete and is
qualified in its entirety by reference to the complete text of such document,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety. The news release dated
November 20, 2006 announcing the transaction is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the exhibits hereto contain comments
and information that constitute "forward-looking statements" (within the meaning
of the Private Securities Litigation Reform Act of 1995). The forward-looking
statements in this Current Report on Form 8-K 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: the ability of the
companies to obtain the required shareholder or regulatory approvals for the
transaction; the ability of the companies to consummate the transaction; the
ability to successfully integrate the companies following the transaction; a
material adverse change in the financial condition, results of operations or
prospects of First Service; the risk of borrower, depositor and other customer
attrition after the transaction is completed; a change in general business and
economic conditions; changes in the interest rate environment, deposit flows,
loan demand, real estate values, and competition; changes in accounting
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principles, policies or guidelines; changes in legislation and regulation; other
economic, competitive, governmental, regulatory, geopolitical, and technological
factors affecting the companies' operations, pricing, and services; 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following materials are filed as exhibits to this
Current Report on Form 8-K:
2.1 Agreement and Plan of Merger, dated as of November 20, 2006, by
and among Stifel Financial Corp., FSFC Acquisition Co. and First
Service Financial Company.
99.1 Press Release dated November 20, 2006.
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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 20, 2006 By: /s/ Ronald J. Kruszewski
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Ronald J. Kruszewski
Chairman, President and
Chief Executive Officer
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