1
RAYMOND JAMES FINANCIAL, INC.
880 Carillon Parkway
St. Petersburg, Florida 33716
(813) 573-3800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 13, 199712, 1998
To the Shareholders of Raymond James Financial, Inc.:
The Annual Meeting of Shareholders of Raymond James Financial, Inc.
will be held at the Raymond James Financial Center, 880 Carillon Parkway,
St. Petersburg, Florida, on Thursday, February 13, 199712, 1998 at 4:3000 p.m. for
the following purposes:
1. To elect eleventwelve nominees to the Board of Directors of the Company;
2. To ratify Incentive Compensation Criteria for certain of the Company's
executive officers;
3. To ratify the selectionappointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending September 26,
1997;25,
1998;
4. To adopt an amendment to Article IV of the Articles of Incorporation
that would increase the authorized common stock from 50,000,000
shares, $.01 par value to 100,000,000 shares, $.01 par value with no
change to the authorized 10,000,000 shares, $.10 par value of
preferred stock.
5. To adopt an amendment to the 1992 Employees Stock Option Plan (the
Plan) to add 1,500,000 shares of common stock to the number of shares
authorized for option grants under the Plan.
6. To transact any other business as may properly come before the
meeting.
Shareholders of record as of the close of business on December 13,
199617,
1997 will be entitled to vote at this meeting or any adjournment thereof.
Information relating to the matters to be considered and voted on at the
Annual Meeting is set forth in the Proxy Statement accompanying this
Notice.
By order of the Board of Directors,
/s/ BARRY AUGENBRAUN
Barry Augenbraun, Secretary
December 20, 199617, 1997
If you do not expect
to attend the meeting in person,
please vote on the matters to be
considered at the meeting by
completing the enclosed Proxy and
mailing it promptly in the enclosed
envelope.
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Raymond James Financial, Inc.
(the "Company") for the Annual Meeting of Shareholders to be held on
February 13, 199712, 1998 at 4:3000 p.m., or any adjournment thereof.
If the accompanying proxy form is completed, signed and returned, the shares
represented thereby will be voted at the meeting. Delivery of the proxy
does not affect the right to vote in person should the shareholder attend
the meeting. The shareholder may revoke the proxy at any time prior to the
voting thereof.
The affirmative vote of a majority of the shares of common stock represented
at the meeting, either in person or by proxy, will be required for the
election of any nominee, or the ratification or approval of any proposal or
other business that may properly come before the meeting.
The annual report of the Company for the year ended September 27, 199626, 1997 is
being mailed with this proxy statement to shareholders entitled to vote at
the meeting. The cost of all proxy solicitation will be paid by the
Company.
SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERS
Shareholders of record at the close of business on December 13, 199617, 1997 will be
entitled to notice of, and to vote at, the Annual Meeting. At that date,
there were 20,970,68131,878,062 shares of common stock outstanding and entitled to
vote. Shareholders are entitled to one vote per share on all matters. All
references to number of shares in this proxy statement have been adjusted to
reflect the 3-for-2 stock split paid to shareholders on April 3, 1997.
The following table sets forth, as of December 13, 1996,17, 1997, information with
respect to the common stock ownership of each person known by the Company to
own beneficially more than 5% of the shares of the Company's common stock,
and of all Executive Officers and Directors as a group:
Shares (1)Beneficially Percent
Name Address Beneficially Owned Shares (1) of Class
- ---------------------------------------------------------------------------
Thomas A. James 880 Carillon Parkway 5,147,374 (2) 24.5%7,191,602(2) 22.56%
St. Petersburg,
Florida 33716
All Executive Officers
and 6,822,960 32.5% Directors as a Group (189,110,426 28.58%
(15 Persons)
(1) Includes shares credited to Employee Stock Ownership Plan accounts and
shares which can be acquired within sixty days of record date through the
exercise of stock options.
(2) Includes 1,698,525400,672 shares owned by the James' Children Annuity Trust of
which Thomas A. James is a beneficiary and for which Sound Trust Company,
a wholly owned subsidiary of the Company, serves as trustee. In addition,
includes shares held by two trusts, of which he is not a beneficiary:
2,341,787 shares owned by the Robert A. James Trust*, establishedTrust, for the benefit of members of the James family,which Sound
Trust Company serves as trustee, and 267,115113,266 shares owned by the James'
Children Annuity Trust*,Grandchildren's Trust, for which SoundRaymond James Trust Company, a wholly-ownedwholly-
owned subsidiary of the Company, serves as trustee, and 75,511
shares owned by the James' Grandchildren's Trust*, forboth of which Raymond
James Trust Company, a wholly-owned subsidiary of the Company, serveshave as
trustee.
*The beneficiaries of these trusts are theother James family members, including Huntington A. James.
Thomas A. James and his son, Huntington A. James.disclaims any beneficial interest in these two trusts.
PROPOSAL 1: ELECTION OF DIRECTORS
ElevenTwelve directors are to be elected to hold office until the Annual
Meeting of Shareholders in 19981999 and until their respective successors shall
have been elected. NineEleven of the nominees were elected by the shareholders
on February 15, 1996,13, 1997, to serve as Directors of the Company until the Annual
Meeting of Shareholders in 1997. Mr. Zank1998. Ms. Biever was appointed by the Board of
Directors in May 1996. Mr.
Herbert E. Ehlers, who has been a director of the Company since 1986, is
not standing for re-election since his investment advisory company, Liberty
Investment Management, Inc., recently agreed to be acquired by Goldman,
Sachs Co.August 1997. It is intended that proxies received will be
voted to elect the nominees named below.
Should any nominee decline or be unable to accept such nomination to
serve as a director, due to events which are not presently anticipated,
discretionary authority may be exercised to vote for a substitute nominee.
Principal Occupation, (1)
Directorships and Director
Nominee Age Security Ownership (2) Since
- -----------------------------------------------------------------------------
Angela M. Biever 44 Independent Consultant since 1997; 1997
Various senior management positions
with First Data Corporation, an
information and transaction processor
from 1991 to 1997, beginning as Senior
Vice President, Finance and Planning
and culminating as Executive Vice
President, Integrated Services; Vice
President, American Express Company from
1987 to 1991.
Member of Audit and Compensation
Committees.
Common shares owned: 1,000 (.003%)
Jonathan A. Bulkley 6263 Managing Director, Barents Group LLC 1986
(emerging markets/capital markets
development consulting) since 1992;
President and CEO, Charterhouse
Media Group (investment banking) from
1988 until 1992; President and CEO
Jesup & Lamont Securities Group, Inc.
(securities broker-dealer) from 1987
until 1988; Prior to 1986, President and
CEO of Moseley, Hallgarten, Estabrook
& Weeden Inc. (securities broker-dealer).
Member of Audit Committee, Chairman of
Compensation Committee.
Common shares owned: 23,687 (.11%30,280 (.09%)
Thomas S. Franke 5556 President and COO of Raymond James & 1991
Associates, Inc. ("RJA")* since
January 1991; President and CEO
of Blunt Ellis & Loewi, Inc. (securities
broker-dealer) from 1986 to 1990.
Common shares owned: 77,887 (.37%126,600 (.40%)
Francis S. Godbold 5354 President of Raymond James Financial, 1977
Inc.("RJF"); Executive Vice President
of RJA.
Common shares owned: 484,995 (2.31%605,170 (1.90%)
M. Anthony Greene 5859 Chairman,CEO and President ofInvestment 1975
Management & Research, Inc. ("IM&R")*;
Executive Vice President of RJF.
Common shares owned: 267,555 (1.28%397,006 (1.25%)
Harvard H.Hill, Jr. 6061 Managing General Partner of Houston 1986
Partners (venture capital) since July, 1985.1985;
Prior to 1985, President and CEO
of Criterion Investments; President
and COO of Rotan Mosle; and Vice
President of Dean Witter & Co.
Director of Wonderware Corporation.
Chairman of Audit Committee,
Member of Compensation Committee
Common shares owned: 5,500 (.03%6,000 (.02%)
Huntington A.James 28A. James 29 Syndicate Associate,RJA since 1994. ----1994; 1996
MBA Darden School of Business,
University of Virginia, 1992-1994.1992-1994;
Corporate Finance analyst, Smith
Barney, 1990-1992.
Son of Thomas A. James.
Common shares owned: 53,08178,151 (.25%)
Thomas A. James 5455 Chairman of the Board and Chief 1970
Executive Officer of RJF; Chairman
of the Board of RJA. Director and
Officer of various affiliated
entities. Past Chairman of the
Securities Industry Association.
Director of Arbor Health Care Corporation
(nursing homes); and IMCO Recycling, Inc.
(metal recycling)and World of Science,
Inc. (retail).
Common shares beneficially
owned: 5,147,374 (24.5%7,191,602 (22.56%)(3)
Paul W. Marshall 5556 Chairman and CEO of Rochester 1993
Shoe Tree Co., Inc. since 1992;
Senior Lecturer on Business Administration
at Harvard since 1996.1996;
Adjunct Professor at Harvard Graduate
School of Business from 1989 through
1992; Chairman of Industrial Economics,
Inc. from 1989 through 1992.
Director of Applied Extrusion Technologies
(manufacturer); and Foodbrands America, Inc.
(food processing and distribution).
Member of Audit and Compensation
Committees.
Common shares owned: 6,000 (.03%11,250 (.04%)
J. Stephen Putnam 5354 President of Robert Thomas Securi- 1989
ties, Inc. ("RTS")*; Executive Vice
President of RJF. Vice President and
Director of F.L. Putnam Securities.
Treasurer of Meescheart Fund, Inc.
(mutual fund). Director of F.L.
Putnam Investment Management Co.
(investment advisor).
Common shares owned: 80,148121,279 (.38%)
Robert F. Shuck 5960 Vice Chairman of RJF;Executive Vice 1970
President of RJA from 1975 through
1991.
Common shares owned: 331,125 (1.58%447,444 (1.40%)
Dennis W. Zank 4243 Executive Vice President, Operations 1996
and Administration, RJA. Director
and
Officer of several affiliated entities.
Common shares owned: 37,71558,966 (.18%)
* A wholly-owned subsidiary of Raymond James Financial, Inc.
(1) Unless otherwise noted, the nominee has had the same principal
occupation and employment during the last five years.
(2) Includes shares credited to their Employee Stock Ownership Plan
accounts and shares which can be acquired within sixty days of record
date through the exercise of stock options.
(3) See footnotes under the Principal ShareholdersShareholders' Ownership table.
The Board of Directors held 4four regular meetings during fiscal 1996.1997.
Each of the directors attended a minimum of seventy five percent of the
meetings held during the year. Ms. Biever has attended all meetings since
her appointment.
The current standing committees of the Board of Directors are the
Audit Committee and the Compensation Committee. These committees met four
times during the fiscal year ended September 27, 1996.26, 1997. Each member of
these committees attended a minimum of seventy five percent of the meetings
held during theeach director's tenure this year. The function of the Audit
Committee is to ensure that the Company has taken appropriate steps to
safeguard assets, operate efficiently and generate accurate financial
information. The Committee meets periodically with the Company's
independent accountants to review the scope and results of the audit and to
consider various accounting and auditing matters related to the Company,
supervises the Company's system of internal controls and reviews the
results of regulatory examinations. The Committee also makes
recommendations to the Board of Directors regarding the appointment of the
Company's independent public accountants. The Compensation Committee
reviews and approves the compensation to be paid to executive officers of
the Company and its subsidiaries and performs certain duties prescribed by
the Board with respect to employee benefit plans.
Mssrs.Directors Marshall, Hill, Bulkley and BulkleyBiever receive a $6,000 annual
retainer, a $1,500 attendance fee for each regular meeting, $250 for each
telephone meeting, and a $250 attendance fee for each Audit and
Compensation Committee meeting.
Outside Director Stock Options
- ------------------------------
The inside Directors who are also employees of the Company have voted in
favor of a non-qualified stock option issuances under whichplan for the Company's outside
Directors have been granted non-qualified options covering 73,060253,125 shares of the Company's common stock. These
options, 30,87829,061 of which were outstanding at September 27, 1996,26, 1997, are
exercisable at prices ranging from $15.39$10.26 to $22.13$27.50 at various times
through November 2001.August 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Robert Shuck, Vice Chairman and Director was late in filing three Form
4 Reports with respect to the disposition of 3,735 shares of common stock
during February, March and April of 1997 and the diversification of his
Employee Stock Ownership Plan balance by the disposition of 41,528 shares
of common stock from his account.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
- -----------------------
The Compensation Committee (the "Committee") reviews all corporate
compensation and benefit plan policies, as well as the structure and amount
of all compensation for executive officers of the Company. The Committee
is composed exclusively of outside directors of the Company and is
currently chaired
by Mr. Bulkley.
The Committee's goal is to establish and maintain compensation
policies that will enable the Company to attract, motivate and retain high-
quality executives and to ensure that their individual interests are
aligned with the long-term interests of the Company and its investors.
The Company's objectives are met through a compensation package which
includes four major components - base salary, annual bonus, stock option
awards and retirement plans.
The cash compensation components (base salary and annual bonus) are
heavily weighted towardstoward annual bonus. These bonuses are based on the
attainment of performance goals, specifically the profits of an individual
subsidiary/department or on the profits of the Company as a whole. The
emphasis on profit-based compensation serves two functions; it encourages
executives to be conscious of the "bottom line" and it keeps the Company's
base salary structure at a modest level, which is advantageous to the firm
given the cyclical nature of the securities industry.
The third component of the compensation package, incentive and nonqualifiednon-
qualified stock option awards, is designed to provide a direct link between
the long-term interests of executives and shareholders. Historically, options have beenOptions
are granted every threetwo years to key management employees. From time to time
special awards may be granted when a unique situation exists, or if job
performance or a change in job duties warrants.
Beginning in fiscal 1996, the frequency of option grants to key management
employees was increased to every two years.
The fourth and final component of the compensation package is Company
contributions to various retirement plans. The Company maintains three
qualified retirement plans;plans: a profit sharing plan, an employee stock
ownership plan and a 401(k) plan. Contributions to the profit sharing and
employee stock ownership plans, if any, are dependent upon the overall
profits of the Company. Since inception of the 401(k) plan in 1987, the
Company has matched a portion of the first $1,000 contributed annually by
employees to their 401(k) accounts. Effective January 1, 1994 the plan
provides for the Company to match 100% of the first $500 and 50% of the
next $500 of compensation deferred by each participant annually. These
three plans are offered to all full-time employees who meet the length of
service requirements (six months for the 401(k) plan and one year for the
other two plans). The Company also maintains a non-qualified deferred
management bonus plan. Eligibility is restricted to those who meet certain
compensation levels set annually by the Board of Directors. The class year
vesting schedule of this plan is designed to encourage long-term employment
with the firm, and the earliest a participant may become fully vested is at
age 55 with 20 years of service. Contributions to this plan are also
dependent upon the Company's earnings. In addition, the Company has an
employee stock purchase plan which allows employees to purchase shares of
the Company's common stock on four specified dates throughout the year at a
15% discount from the market value, subject to certain limitations.
Compensation of the Chief Executive Officer
- -------------------------------------------
In keeping with the general compensation philosophy outlined above,
Mr. James' base salary for calendar 19971998 will be $226,000,$237,000, which represents
a 4.6%4.9% increase from the $216,000$226,000 received in 1996.1997. Mr. James' salary is
subject to an annual review, as is true of all employees. It was last
adjusted in December 1995,November 1996, to be effective January 1, 1996.1997.
The determination of 1997 pretax profits for purposes of computing
bonuses for executives, including Mr. James, excluded the gain from the
sale of Liberty Investment Management, Inc. In determining the bonus
offered to Mr. James for fiscal 19961997 the Committee considered many factors,
including the following:
* 19961997 was the twelfththirteenth consecutive record year for the firm
in terms of revenues;*
Record net income, increasing 43%21% over the prior year;*
Book value per share increased to $15.63,$13.31, a 21%28% increase
over the prior yearend;
*
Return on average equity for the year was 22.4%21.4%;* and
The compensation of the chief executive officers of other
similar brokerage firms, as of their most recent proxy
statements.
* Does not give effect to the gain from the sale of Liberty
Investment Management, Inc.
Compensation Committee
December 9, 19961997
Jonathan A. Bulkley, Chairman
Harvard H. Hill, Jr.
Paul W. Marshall
Angela M. Biever
PROPOSAL 2: TO RATIFY INCENTIVE COMPENSATION CRITERIA
FOR CERTAIN OF THE COMPANY'S EXECUTIVE OFFICERS
InSeveral years ago, the past two years' proxy statements, dated December 29, 1995 and
December 28, 1994, executive officers'Company adopted a policy of formalizing
incentive compensation calculations were formalized.for executive officers. This was done
in consideration of the limitations on tax deductibility imposed under
Section 162(m) of the Internal Revenue Code of 1986, as amended. Section
162(m) limits deductions for compensation in excess of $1 million per year
by a public corporation to any one of its executive officers unless certain
criteria are met. This rule requires that the incentive compensation be
based on attainment of one or more performance goals and that the Company's
shareholders approve both the performance goals and the formula used to
calculate the payment amount.
The intention of the Committee remains that the executive officers be
compensated on a basis consistent with prior years; i.e., for obtaining
certain performance goals. It is the Company's practice that a portion of
any formula-driven bonus amount can be withheld based on a subjective
performance evaluation. The Compensation Committee considers the bonus
formulas for executive officers each year. In that regard, Mr. James has
advised the Compensation Committee of his desire to reduce his maximum
bonus amount for fiscal 1998 from 1.5% to 1.3% of pre-tax profits. The
Committee also approved a change in the formulas for the Presidents of the
two independent contractor broker-dealers to create incentive for greater
collaborative efforts to improve the profitability of both firms. For
purposes of determining incentive compensation for the executive officers
for fiscal 1997,1998, the Committee has approved the executive bonus formulas
described below and recommends a vote FOR the approval of these amended formulas by
shareholders.
Recommended Bonus Formulas for Executive Officers
- -------------------------------------------------
Percent for Calculation
Executive Officer Basis of Maximum Bonus
- ----------------------------------------------------------------------------
Thomas A. James Total company pretax profits 1.50%1.30%
Francis S. Godbold Subjective ----
Thomas S. Franke RJA retail division's pretax 4.00%
profits per Retail
Contribution Report*, and
pretax profits of the RJA
fixed income department,
Planning Corporation of
America, Inc. and Internationalcertain
international operations
M. Anthony Greene IM&RCombined pretax profits of 2.75%
IM&R and RTS per Retail 4.50%
Contribution Report*
J. Stephen Putnam RTSCombined pretax profits of 1.75%
IM&R and RTS per Retail 4.00%
Contribution Report*
Correspondent clearing 2.50%
department's pretax profits
per Retail Contribution
Report*
* The Retail Contribution Report adjusts financial statement pretax
profits for items related to the retail sales force, primarily a credit
for interest income on cash balances arising from retail customers, and
also includes adjustments to actual clearing costs, a portion of mutual
fund revenues and expenses, credit for correspondent clearing profits
and accruals for benefit expenses.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
remuneration earned during the last three fiscal years by the Chief
Executive Officer and each of the four other most highly compensated
executive officers of the Company.
Long-Term
Annual Compensation Compensation
-------------------------------------------------------
Other
Annual Stock All Other
Fiscal Commis -Compen-Commis- Compen- Option Compen-
Name Year Salary Bonus (1) sions sation(1)sation(2) Awards sation(2)sation(3)
- -----------------------------------------------------------------------------
Thomas A.James 1996$A. James 1997 $223,005 $1,450,000 $288,114 - - $62,173
Chairman and CEO 1996 212,500 $1,250,000(3)$1,250,000 210,242 - - $58,389
Chairman58,389
1995 200,100 875,000(3)875,000 144,462 - - 45,795
and CEO 1994 194,000 760,000 161,239 - - 41,775
Francis S. Godbold 1996 173,000 2,066,252(3) 23,630 $163,443 5,000 58,271Godbold1997 193,250 700,000 25,142 $143,400 22,500 62,788
President of RJF, 1996 173,000 2,066,252 23,630 163,443 7,500 58,271
Exec. VP of RJA 1995 171,250 741,000(3)741,000 21,435 62,772 - 45,708
Executive
VP of RJA 1994 164,000 1,058,401 21,148 87,144 - 41,708
M. Anthony Greene 1996 209,500 1,000,000(3) 4621997 219,500 1,020,000 - 5,000 58,093- 22,500 62,586
President of IM&R 1996 209,500 1,000,000 462 - 7,500 58,093
1995 200,100 772,000(3)772,000 13 - - 45,577
1994 192,050 678,451 28Thomas S. Franke 1997 192,500 855,000 4,888 - - 41,608
Thomas S.Franke199622,500 62,063
President 1996 189,250 1,000,000(3)(4)1,000,000(4) 4,524 - 5,0007,500 56,897
President & COO of RJA 1995 182,500 375,000(3)375,000 2,244 - - 45,239
COO of RJA 1994 176,000 420,000 2,173J.Stephen Putnam 1997 138,250 633,565 7,271 - - 41,349
J. Stephen
Putnam 1996 131,600 492,000(3) 6,372 - 5,000 56,80322,500 62,316
President of RTS 1996 131,600 492,000 6,372 - 7,500 56,803
1995 126,150 293,273(3)293,273 7,910 - - 33,540
1994 120,800 257,771 8,517 - - 38,728
(1) In accordance with the bonus formulas approved at the annual meetings
of the shareholders on February 13, 1997, February 15, 1996 and
February 16, 1995.
(2) Represents distributions received by Mr. Godbold from investor limited
partnerships which were syndicated by, and have as a General Partner,
a subsidiary of the Company. The distributions were a portion of the
General Partner's incentive profits ownership interest, which Mr.
Godbold had purchased in prior years for a nominal amount.
(2)(3) This column includes the amount of the Company's contributions to its
401(k) Plan, Profit Sharing Plan, Employee Stock Ownership Plan, and
Deferred Management Bonus Plan.
(3) In accordance with the bonus formulas approved at the annual meetings
of the shareholders on February 15, 1996 and February 16, 1995.
(4) In addition to the bonus calculated by the bonus formula approved at
the annual meeting of the shareholders on February 15, 1996, Mr.
Franke's bonus includes a one-time special award of $248,000 in
consideration of his efforts in the day to day management of certain
Equity Capital Markets departments of RJA and in introducing certain
investment banking business during fiscal 1996.
Incentive Stock Options
- -----------------------
The following tables contain information concerning options granted
to, and exercised by, the executive officers included in the Summary
Compensation Table during the fiscal year.
Option Grants in Last Fiscal Year
---------------------------------------------------------
Potential Realizable
% of Total Potential Realizable
Options Value at Assumed
Granted toOptions Annual Rates of
Options EmployeesGranted Exercise Expir- Stock Appreciation
Granted in Fiscal Price ration for Option Term(2)
Name (#) (1) Year ($/share) Date 5% 10%
---------------------------------------------------------
Francis S. Godbold 5,000 1.66 $22.12522,500 4.33% $18.917 12/14/00 $30,564 $67,53821/01 $117,594 $259,853
M. Anthony Greene 5,000 1.66 22.12522,500 4.33% $18.917 12/14/00 30,564 67,53821/01 $117,594 $259,853
Thomas S. Franke 5,000 1.66 22.12522,500 4.33% $18.917 12/14/00 30,564 67,53821/01 $117,594 $259,853
J. Stephen Putnam 5,000 1.66 22.12522,500 4.33% $18.917 12/14/00 30,564 67,53821/01 $117,594 $259,853
(1) All of these options are non-qualified and were granted on November
14, 1995.21, 1996. The options vest 60% after three years, an additional 20%
after four years and the remaining 20% after five years.
(2) Potential realized values represent the future value, net of exercise
price, of the options granted if the Company's stock price was to
appreciate by 5% and 10% during each year of the awards' five-year
life.
Aggregated Option Exercises during
Last Fiscal Year and Year End Value
-----------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Sept. 27, 199626, 1997 Sept. 27, 199626, 1997
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)
---------------------------------------------------------
Francis S. Godbold - - 4,500/ 8,000 $66,749/155,1259,000/32,250 $229,942/$584,300
M. Anthony Greene - - 4,500/ 8,000 66,749/155,1259,000/32,250 229,942/ 584,300
Thomas S. Franke 33,750 $509,389 525/11,975 7,787/214,0851,050 $ 21,832 0/39,675 0/ 774,003
J. Stephen Putnam - - 4,500/ 8,000 66,749/155,1259,000/32,250 229,942/ 584,300
Comparative Stock Performance
- -----------------------------
The graph below compares the cumulative total shareholder return on
the common shares of the Company for the last five fiscal years with the
cumulative total return on the Standard & Poor's 500 Index, the Financial
Service Analytics stock price index ("FSA index") for regional securities
brokerage firms and the Value
Line Securities Brokerage Indexsecurities industry over the same period (assuming
an investment of $100 in each on October 1, 19911992 and the reinvestment of
all dividends). The FSA index for the regional securities brokerage firms
is comprised of 16 publicly traded regional securities firms, including the
Company. The FSA index for the securities industry is comprised of the 16
publicly traded regional firms and 13 publicly traded national securities
firms. The Company decided to change its industry index this year to
improve comparability and consistency within our peer group.
Name 1991 1992 1993 1994 1995 1996 Securities Brokers $100.00 $111.30 $196.49 $148.96 $245.96 $259.741997
Raymond James Financial,Inc.$100.00 99.43 164.71 139.57 199.77 226.52$166.11 $140.03 $200.56 $227.49 $513.45
Regional Securities
Brokerage Firms 100.00 165.69 137.60 216.94 249.45 610.95
Securities Industry 100.00 171.25 132.33 207.11 214.50 444.61
Standard & Poors 500 100.00 111.20 125.68 130.62 169.56 201.70112.97 117.12 151.92 182.79 256.69
Source: Financial Service Analytics
TRANSACTIONS WITH MANAGEMENT & DIRECTORS
IM&R leases its Atlanta, Georgia headquarters office from Eagle
Management Associates (no relation to Eagle Asset Management, Inc., a
subsidiary of the Company), which is owned by M. Anthony Greene.
Management believes the rental paid to Eagle Management Associates, $77,800$80,000
in fiscal 1996,1997, does not exceed that charged by unaffiliated parties for
similar space.
Mr. Francis S. Godbold, President and a Director of the Company, owns
7.5% of the outstanding shares of common stock of RJ Properties, Inc.
("RJP")., a subsidiary of the Company. Such shares were acquired by Mr.
Godbold for nominal consideration in connection with the organization of
RJP in 1980.
In fiscal 1995, the Company committed to invest $1 million in Houston
Partners - a venture capital fund managed by Houston Partners, of which
Harvard H. Hill, Jr. is the Managing General Partner. The commitment is
recorded as an investment and a liability in the Company's financial
statements.
As of January 1, 1995, Liberty Investment Management, Inc.
("Liberty"), was formed by Herbert E. Ehlers, director and former President
and Chief Investment Officer of Eagle Asset Management, Inc. ("Eagle"). At
this time, Liberty assumed responsibility for providing investment
management services to institutional growth equity accounts previously
managed by Eagle. Pursuant to Ehlers' employment contract with the
Company, the Company was to receive 50% of the revenues from these accounts
through December 31, 1999 while bearing none of the expenses. At the end
of the 5-
year5-year period, the Company was to have the option to purchase 20% of
Liberty at a predetermined price. However, subsequent to year end,On January 2, 1997, Liberty entered
into an agreement to sellsold
substantially all of its assets to Goldman Sachs Asset Management.Management, Inc.
Accordingly, the Company Eagle, Ehlers and Liberty
reached an agreement whereby the Company will receivereceived a lump sum settlement of $30.6 million
for its remaining three years' interest in Liberty's revenue stream and itsthe
Company's option to purchase 20% of Liberty at a future date.
The amount and timing
of the payments to the Company from Liberty are contingent upon the
occurrence of several events prior to or shortly after the scheduled
closing date in January of 1997. The Company will ultimately receive up to
$30 million as its settlement amount. Eagle will continue to receive 50%
of fee revenues until the closing.
The Company, in the ordinary course of its business, extends credit to
certain
margin accounts in which certain of its officers and directors have an
interest, in connection with the purchase of securities. These extensions
of credit have been made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with non-affiliated persons, and do not involve
more than normal risk of collectibility or present other unfavorable
features. The Company also, from time to time and in the ordinary course
of its business, enters into transactions involving the purchase or sale of
securities as principal from, or to, directors, officers and employees and
accounts in which they have an interest. These purchases and sales of
securities on a principal basis are effected on substantially the same
terms as similar transactions with unaffiliated third parties.
PROPOSAL 3: SELECTIONRATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Price Waterhouse LLP has served as independent accountants
of the Company since fiscal 1979, and has audited the Company's
broker-dealer subsidiaries since fiscal 1970.
A representative of Price Waterhouse LLP will be present at the Annual
Meeting of Shareholders. Such representative will be available to respond
to appropriate questions and may make a statement if he so desires.
The Board of Directors recommends a vote FOR ratification of the
appointment of Price Waterhouse LLP as the Company's auditors for 1998.
PROPOSAL 4: TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY
The Company's Board of Directors recommends an amendment to the
Company's Articles of Incorporation to increase the number of authorized
shares of common stock, par value $.01 per share ("common stock"), from
50,000,000 to 100,000,000 shares. No change is being recommended in the
currently authorized 10,000,000 shares of preferred stock, $.10 par value.
At the record date of December 17, 1997, 31,878,062 shares of common stock
were issued and outstanding and no shares of preferred stock were issued
and outstanding. The unissued preferred stock may be issued with such
rights, preferences and limitations as the Board of Directors of the
Company may determine from time to time.
Presented below is the complete text of the proposed amended first
paragraph of Article IV of the Articles of Incorporation of the Company.
ARTICLE IV
Stock Clause
Shares Authorized. The aggregate number of shares of stock which this
corporation shall have authority to issue shall be one hundred million
(100,000,000) shares of common stock, each with a par value of one cent
($.01) and ten million (10,000,000) shares of preferred stock, each with a
par value of ten cents ($.10).
Since the Company has 31,878,062 common shares outstanding out of an
authorized 50,000,000 shares, the Board of Directors believes that the
proposed increase in common stock is desirable to provide the Company with
the ability, if the need arises, to issue shares of common stock in
connection with future opportunities for expanding its business through
acquisitions, as well as stock for dividends, stock splits, employee
benefit plans, or for other corporate purposes. The Board of Directors has
no other plans, agreements or understandings for the issuance or use of the
proposed additional shares of common stock. Authorized but unissued shares
of the Company's common and preferred stock may be issued at such times,
for such purposes and for such considerations as the Board of Directors may
determine to be appropriate without further authorization from the
Company's shareholders unless otherwise required by applicable law or stock
exchange rules. In addition, shareholders do not have preemptive rights.
The Board of Directors of the Company recommends a vote FOR the
adoption of the proposed amendment to the Company's Articles of
Incorporation.
PROPOSAL 5: AMENDMENT OF INCENTIVE STOCK OPTION PLAN
Under the 1992 Incentive Stock Option Plan (the "Plan"), the Company
may grant options to its management personnel for up to 1,575,000 shares of
common stock. Options are granted to key administrative employees and
registered representatives of Raymond James & Associates, Inc. who achieve
certain gross commission levels. The exercise price of each option equals
the market price of the Company's stock on the date of grant and an
option's maximum term is 10 years. Options are generally exercisable in the
36th to 72nd months following the date of grant and only in the event that
the grantee is an employee of the Company at that time.
Subject to the approval of the shareholders, the Board of Directors,
as of November 18, 1997, approved an increase in the total number of shares
authorized for option grants under the Plan from 1,575,000 shares to
3,075,000 shares. Options covering 1,533,809 shares have been granted under
the plan as of December 17, 1997.
The Board of Directors recommends the shareholders vote FOR this proposal.
OTHER MATTERS
Proposals which shareholders intend to present at the 19981999 annual
meeting of shareholders must be received by the Company no later than
October 1, 19971998 to be eligible for inclusion in the proxy material for that
meeting.
Management knows of no matter to be brought before the meeting which
is not referred to in the Notice of Meeting. If any other matters properly
come before the meeting, it is intended that the shares represented by
proxy will be voted with respect thereto in accordance with the judgment of
the persons voting them.
By Order of the Board of Directors,
/s/ Barry Augenbraun, Secretary