Statistiques de base
| CIK | 1071341 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Edelman Financial Group Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| October 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-30066 The Edelman Financial Group Inc. (Exact name of registrant as spec |
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| September 24, 2012 |
As filed with the Securities and Exchange Commission on September 24, 2012 Registration No. |
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| September 24, 2012 |
As filed with the Securities and Exchange Commission on September 24, 2012 Registration No. |
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| September 24, 2012 |
As filed with the Securities and Exchange Commission on September 24, 2012 Registration No. |
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| September 24, 2012 |
As filed with the Securities and Exchange Commission on September 24, 2012 Registration No. |
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| September 24, 2012 |
As filed with the Securities and Exchange Commission on September 24, 2012 Registration No. |
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| September 21, 2012 |
As filed with the Securities and Exchange Commission on September 21, 2012 Registration No. |
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| September 21, 2012 |
As filed with the Securities and Exchange Commission on September 21, 2012 Registration No. |
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| September 20, 2012 |
AMENDED AND RESTATED THE EDELMAN FINANCIAL GROUP INC. AMENDED AND RESTATED BYLAWS OF THE EDELMAN FINANCIAL GROUP INC. Dated effective as of September 20, 2012 I N D E X ARTICLE I Offices 1 Section 1.1. Principal Office 1 Section 1.2. Registered Office 1 Section 1.3. Other Offices 1 ARTICLE II Meetings of Shareholders 1 Section 2.1. Place of Meetings 1 Section 2.2. Annual Meeting 1 Section 2.3. Special Meetings 1 Section 2.4. Notice of Meetings 1 Sect |
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| September 20, 2012 |
8-K 1 v3240618k.htm FORM 8-K 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) September 20, 2012 (September 20, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of inc |
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| September 20, 2012 |
EF / Edelman Financial Group Inc. / SANDERS DON A - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) THE EDELMAN FINANCIAL GROUP INC. (Name of lssuer) Common Stock, $.01 par value (Title of Class of Securities) 27943Q105 (CUSIP Number) The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 Attn: John T. Unger (713) 224-3100 (Name, |
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| September 20, 2012 |
CERTIFICATE OF MERGER of SUMMER MERGER SUB, INC. (a Texas corporation) with and into THE EDELMAN FINANCIAL GROUP INC. (a Texas corporation) Pursuant to Chapter 10 of the Texas Business Organizations Code (“TBOC”), each of the undersigned certifies the following Certificate of Merger adopted for the purpose of effecting a merger in accordance with the provisions of the TBOC. 1. The name, the organi |
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| September 20, 2012 |
- AMENDMENT TO TRANSACTION STATEMENT SC 13E3/A 1 e49970sc13e3a.htm AMENDMENT TO TRANSACTION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 5) The Edelman Financi |
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| September 13, 2012 |
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) September 13, 2012 (September 13, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-058356 |
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| September 13, 2012 |
The Edelman Financial Group Shareholders Approve Merger Agreement Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Shareholders Approve Merger Agreement HOUSTON, September 13, 2012 – The Edelman Financial Group Inc. (NASDAQ: EF) (“TEFG” or the “Company”) announced that its shareholders today voted to adopt the previously announced merger agreement with an affiliat |
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| August 16, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 THE EDELMAN FINANCIAL GROUP INC. (Exact na |
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| August 13, 2012 |
- AMENDMENT TO TRANSACTION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) x Definitive Proxy Stat |
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| August 10, 2012 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| August 10, 2012 |
CORRESP 1 filename1.htm August 10, 2012 Via Edgar Transmission and Federal Express Perry J. Hindin Special Counsel Office of Mergers & Acquisitions Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Re: The Edelman Financial Group Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed on July 6, 2012 File No. 0-30066 Sche |
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| August 10, 2012 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| August 10, 2012 |
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) August 10, 2012 (August 9, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Comm |
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| August 10, 2012 |
- AMENDMENT TO TRANSACTION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 10, 2012 |
8-K 1 v3210028k.htm FORM 8-K 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) August 10, 2012 (August 9, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporat |
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| August 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ¨ Def |
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| August 9, 2012 |
TWELFTH AMENDMENT TO LEASE AGREEMENT TWELFTH AMENDMENT TO LEASE AGREEMENT THIS TWELFTH AMENDMENT TO LEASE AGREEMENT (this “Twelfth Amendment”) is made and entered into on July 19, 2012 (the “Execution Date”) but effective as of June 30, 2012 (the “Effective Date”), by and between TEXAS TOWER LIMITED, a Texas limited partnership (the “Landlord”), and SANDERS MORRIS HARRIS INC. |
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| August 9, 2012 |
10-Q 1 v31379310q.htm FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 THE EDELMAN FINANCIAL GROUP IN |
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| July 19, 2012 |
July 19, 2012 Via Edgar Transmission and Federal Express Perry J. Hindin Special Counsel Office of Mergers & Acquisitions Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Re: The Edelman Financial Group Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed on July 6, 2012 File No. 0-30066 Schedule 13E-3 Amendment No. 2 |
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| July 17, 2012 |
The Edelman Financial Group Announces Record Date for Special Meeting of Shareholders Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| July 17, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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) July 17, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| July 17, 2012 |
DEFA14A 1 v3187618k.htm FORM 8-K 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) July 17, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76 |
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| July 17, 2012 |
The Edelman Financial Group Announces Record Date for Special Meeting of Shareholders Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| July 6, 2012 |
- AMENDMENT TO TRANSACTION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 6, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS DECEMBER 14, 2011 Exhibit (c)(6) PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS DECEMBER 14, 2011 TABLE OF CONTENTS I. |
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| July 6, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS JANUARY 18, 2012 Exhibit (c)(8) PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS JANUARY 18, 2012 1/13/12 MEETING UPDATE § Call participants included LION, ROCKET, and Stephens§ Primary call topics: Potential overhead cost savings Preliminary Q4 financial update Overview of TP negotiations and potential financial impact General business update § Key observations / conclusions: No material adjustments to the c |
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| July 6, 2012 |
July 6, 2012 Via Edgar Transmission and Federal Express Perry J. Hindin Special Counsel Office of Mergers & Acquisitions Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Re: The Edelman Financial Group Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed on June 22, 2012 File No. 0-30066 Schedule 13E-3 Amendment No. 1 |
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| July 6, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE MEETING NOVEMBER 14, 2011 Exhibit (c)(5) PROJECT ROCKET SPECIAL COMMITTEE MEETING NOVEMBER 14, 2011 TABLE OF CONTENTS I. |
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| July 6, 2012 |
Preliminary Draft PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS DECEMBER 20, 2011 Exhibit (c)(7) Preliminary Draft PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS DECEMBER 20, 2011 PRELIMINARY VALUATION SUMMARY – MANAGEME (Dollars in Millions, Except per Share) 1 8 11 $ Note: Assumes net cash of $23. |
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| July 6, 2012 |
- PRELIMINARY REVISED PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ¨ Def |
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| July 6, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS MARCH 20, 2012 Exhibit (c)(9) PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS MARCH 20, 2012 DISCLAIMER This presentation was prepared exclusively for the benefit and internal use of the ROCKET Special Committee in order to indicate, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure to any other party. |
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| June 22, 2012 |
June 22, 2012 Via Edgar Transmission and Federal Express Perry Hindin Special Counsel Office of Mergers & Acquisitions Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N. |
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| June 22, 2012 |
- AMENDMENT NO. 1 TO TRANSACTION STATEMENT SC 13E3/A 1 e48869sc13e3a.htm AMENDMENT NO. 1 TO TRANSACTION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) The Edelman F |
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| June 22, 2012 |
- PRELIMINARY REVISED PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ¨ Def |
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| May 30, 2012 |
The Edelman Financial Group Announces End of “Go Shop” Period EX-99.1 2 v314854ex99-1.htm EXHIBIT 99.1 The Edelman Financial Group Announces End of “Go Shop” Period HOUSTON, May 30, 2012 – The Edelman Financial Group Inc. (NASDAQ:EF) (“TEFG” or the “Company”) today announced that the “go shop” period set forth in the previously announced merger agreement, entered into on April 16, 2012, by and among TEFG, Summer Holdings II, Inc. (“Parent”), and Summer Merge |
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| May 30, 2012 |
The Edelman Financial Group Announces End of “Go Shop” Period EX-99.1 2 v314854ex99-1.htm EXHIBIT 99.1 The Edelman Financial Group Announces End of “Go Shop” Period HOUSTON, May 30, 2012 – The Edelman Financial Group Inc. (NASDAQ:EF) (“TEFG” or the “Company”) today announced that the “go shop” period set forth in the previously announced merger agreement, entered into on April 16, 2012, by and among TEFG, Summer Holdings II, Inc. (“Parent”), and Summer Merge |
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| May 30, 2012 |
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) May 30, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| May 30, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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) May 30, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| May 25, 2012 |
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) May 25, 2012 (May 24, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commissio |
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| May 25, 2012 |
EX-99.1 2 v314570ex99-1.htm EXHIBIT 99.1 Ric Edelman Assumes Role of Chief Executive Officer of The Edelman Financial Group; Board Declares Quarterly Dividend HOUSTON, May 25, 2012 – The Edelman Financial Group Inc. (NASDAQ:EF) today announced that Ric Edelman will assume the role of Chief Executive Officer. For the past year, both Mr. Edelman and George L. Ball had served as Co-Chief Executive Of |
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| May 23, 2012 |
EF / Edelman Financial Group Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Edelman Financial Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27943Q105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| May 17, 2012 |
EX-99.(D)(20) 24 e48443ex99d-20.htm EMPLOYMENT AGREEMENT Exhibit (d)(20) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Edelman Financial Services, LLC (the “Employer”), and Joseph Bottazzi II (“Employee”). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of M |
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| May 17, 2012 |
EX-99.(D)(10) 14 e48443ex99d-10.htm CONTRIBUTION AGREEMENT Exhibit (d)(10) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY |
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| May 17, 2012 |
FORTRESS CREDIT CO LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105 EX-99.(B)(1) 2 e48443ex99b-1.htm FINANCING COMMITMENT Exhibit (b)(1) FORTRESS CREDIT CO LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105 April 16, 2012 Summer Holdings II, Inc. c/o Lee Equity Partners, LLC 650 Madison Avenue New York, NY 10022 Attention: Mr. Mark Gormley, Mr. Ben Hochberg, Mr. Michael Anderson and Mr. Danny Rodriguez Re: Financing Commitment Dear Gentleman: Sum |
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| May 17, 2012 |
EX-99.(D)(19) 23 e48443ex99d-19.htm EMPLOYMENT AGREEMENT Exhibit (d)(19) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Edelman Financial Services, LLC (the “Employer”), and Ed Moore (“Employee”). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merger by a |
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| May 17, 2012 |
EX-99.(D)(28) 32 e48443ex99d-28.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(28) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Bruce McMaken (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) t |
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| May 17, 2012 |
EX-99.(D)(13) 17 e48443ex99d-13.htm CONTRIBUTION AGREEMENT Exhibit (d)(13) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY |
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| May 17, 2012 |
EX-99.(D)(17) 21 e48443ex99d-17.htm EMPLOYMENT AGREEMENT Exhibit (d)(17) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Sanders Morris Harris, Inc. (the “Employer”), and Bruce McMaken (“Employee”). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merger by |
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| May 17, 2012 |
Exhibit (d)(7) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. |
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| May 17, 2012 |
LEE SUMMER, LP MANAGEMENT incentive PLAN EX-99.(D)(31) 35 e48443ex99d-31.htm MANAGEMENT INCENTIVE PLAN Exhibit (d)(31) LEE SUMMER, LP MANAGEMENT incentive PLAN This Management Incentive Plan is irrevocably adopted as of April 16, 2012, to become automatically effective as of (and subject to the occurrence of) the Closing of the transactions contemplated by the Agreement and Plan of Merger by and among Summer Holdings II, Inc., a Delaware |
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| May 17, 2012 |
EX-99.(D)(24) 28 e48443ex99d-24.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(24) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Rick Berry (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) the |
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| May 17, 2012 |
EX-99.(D)(23) 27 e48443ex99d-23.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(23) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Lesley Roberts (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) |
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| May 17, 2012 |
EX-99.(D)(16) 20 e48443ex99d-16.htm EMPLOYMENT AGREEMENT Exhibit (d)(16) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between Sanders Morris Harris, Inc. (the “Employer”), and George Ball (“Employee”). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merger by and am |
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| May 17, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS JANUARY 25, 2012 Exhibit (c)(3) PROJECT ROCKET SPECIAL COMMITTEE DISCUSSION MATERIALS JANUARY 25, 2012 NEGOTIATION CHRONOLOGY 9/30/11 11/25/11 12/8/11 12/14/11 12/17/11 12/23/11 1/6/12 Party LION ROCKET LION ROCKET LION ROCKET LION Price $8. |
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| May 17, 2012 |
EX-99.(D)(8) 12 e48443ex99d-8.htm CONTRIBUTION AGREEMENT Exhibit (d)(8) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY. F |
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| May 17, 2012 |
EX-99.(D)(22) 25 e48443ex99d-21.htm EMPLOYMENT AGREEMENT Exhibit (d)(21) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Edelman Financial Services, LLC (the “Employer”), and Lesley Roberts (“Employee”). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merge |
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| May 17, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 SCHEDULE 13E-3 (Rule 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 The Edelman Financial Group Inc. |
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| May 17, 2012 |
EX-99.(D)(22) 26 e48443ex99d-22.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(22) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 16, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Fredric M. Edelman (the “Management Securityholder”), to become effective as of (and subject to the occurrence |
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| May 17, 2012 |
EX-99.(D)(3) 9 e48443ex99d-3.htm COMMITMENT LETTER Exhibit (d)(3) April 16, 2012 Summer Holdings II, Inc. c/o Lee Equity Partners, LLC 650 Madison Avenue New York, NY 10022 Attn: Joseph Rotberg Ladies and Gentlemen: LEP Summer Holdings, LLC, Lee Equity Partners Fund, L.P., Lee Equity Strategic Partners Fund, L.P. and Lee Equity Strategic Partners Fund (Offshore), L.P. (collectively, “Sponsor”) are |
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| May 17, 2012 |
$46.4 MILLION SENIOR SUBORDINATED NOTE PURCHASE FACILITY COMMITMENT LETTER Exhibit (b)(2) April 16, 2012 Summer Holdings II, Inc. c/o Lee Equity Partners, LLC 650 Madison Avenue, 21st Floor New York, NY 10022 Attn: Mike Anderson Re: The Edelman Financial Group Inc. $46.4 MILLION SENIOR SUBORDINATED NOTE PURCHASE FACILITY COMMITMENT LETTER Dear Mr. Anderson: Thank you for contacting us as a financing source for the proposed acquisition (the “Acquisition”) of The Edelman F |
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| May 17, 2012 |
EX-99.(D)(9) 13 e48443ex99d-9.htm CONTRIBUTION AGREEMENT Exhibit (d)(9) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY. F |
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| May 17, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE MATERIALS APRIL 13, 2012 EX-99.(C)(4) 7 e48443ex99c-4.htm STEPHENS INC. PRESENTATION MATERIALS Exhibit (c)(4) PROJECT ROCKET SPECIAL COMMITTEE MATERIALS APRIL 13, 2012 TABLE OF CONTENTS I. TRANSACTION OVERVIEW II. SUMMARY VALUATION ANALYSIS APPENDIX A. VALUATION SUPPORT B. ROCKET STOCK PERFORMANCE C. ADDITIONAL INFORMATION 2 DISCLAIMER The following pages contain material provided to the Special Committee of the Board of |
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| May 17, 2012 |
FORTRESS CREDIT CORP. 1345 Avenue of the Americas, 46th Floor New York, New York 10105 EX-99.(B)(3) 4 e48443ex99b-3.htm COMMITMENT LETTER Exhibit (b)(3) FORTRESS CREDIT CORP. 1345 Avenue of the Americas, 46th Floor New York, New York 10105 CONFIDENTIAL April 16, 2012 Summer Holdings II, Inc. c/o Lee Equity Partners, LLC 650 Madison Avenue New York, NY 10022 Attention: Mr. Mark Gormley, Mr. Michael Anderson and Mr. Danny Rodriguez Project Summer Sale of Interests by SMH SPEADV LLC in |
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| May 17, 2012 |
EX-99.(D)(11) 15 e48443ex99d-11.htm CONTRIBUTION AGREEMENT Exhibit (d)(11) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY |
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| May 17, 2012 |
EX-99.(D)(12) 16 e48443ex99d-12.htm CONTRIBUTION AGREEMENT Exhibit (d)(12) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY |
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| May 17, 2012 |
EX-99.(D)(14) 18 e48443ex99d-14.htm CONTRIBUTION AGREEMENT Exhibit (d)(14) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY |
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| May 17, 2012 |
EX-99.(D)(27) 31 e48443ex99d-27.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(27) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Ed Moore (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) the cl |
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| May 17, 2012 |
Exhibit (d)(18) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 23, 2012, between the Sanders Morris Harris, Inc. |
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| May 17, 2012 |
The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 April 12, 1012 EX-99.(D)(30) 34 e48443ex99d-30.htm LETTER AGREEMENT Exhibit (d)(30) The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 April 12, 1012 Gerardo A. Chapa Robert C.A. Benjamin Ricardo Perusquia 1330 Post Oak Boulevard, Suite 2100 Houston, Texas 77056 Re: Reference is hereby made to (a) the Amended and Restated Company Agreement of Global Financial Advisors dated as of Decemb |
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| May 17, 2012 |
EX-99.(D)(29) 33 e48443ex99d-29.htm LETTER AGREEMENT Exhibit (d)(29) April 16, 2012 The Edelman Financial Group Inc. 600 Travis, Suite 5800 Houston, Texas 77002 Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among The Edelman Financial Group Inc., a Texas corporation (the “Company”), Summer Holdings II, Inc., a Del |
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| May 17, 2012 |
exhibitd26.htm - Generated by SEC Publisher for SEC Filing Exhibit (d)(26) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and George Ball (the “Management Securityholder”), to become effective as of (and subject to the occurrence of) the clo |
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| May 17, 2012 |
Exhibit (d)(15) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 16, 2012, by and among The Edelman Financial Center, LLC (the “Employer”), Fredric M. |
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| May 17, 2012 |
PROJECT ROCKET SPECIAL COMMITTEE MEETING NOVEMBER 21, 2011 EX-99.(C)(2) 5 e48443ex99c-2.htm PRESENTATION OF STEPHENS INC. TO THE SPECIAL COMMITTEE Exhibit (c)(2) PROJECT ROCKET SPECIAL COMMITTEE MEETING NOVEMBER 21, 2011 TABLE OF CONTENTS I. UPDATED PRELIMINARY VALUATION ANALYSIS 3 APPENDIX A. PRELIMINARY VALUATION SUPPORT 10 This presentation was prepared exclusively for the benefit and internal use of the ROCKET Special Committee in order to indicate, o |
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| May 17, 2012 |
EX-99.(D)(2) 8 e48443ex99d-2.htm LIMITED GUARANTEE Exhibit (d)(2) LIMITED GUARANTEE LIMITED GUARANTEE, dated April 16, 2012 (this “Limited Guarantee”), by each Person set forth on Schedule A attached hereto (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of The Edelman Financial Group Inc., a Texas corporation (the “Guaranteed Party”). BACKGROUND The Guaranteed Party, Summer Ho |
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| May 17, 2012 |
EX-99.(D)(25) 29 e48443ex99d-25.htm MANAGEMENT GRANT AGREEMENT Exhibit (d)(25) MANAGEMENT GRANT AGREEMENT This Management Grant Agreement (this “Agreement”) is made and entered into as of April 23, 2012 by and between Lee Summer, LP, a Delaware limited partnership (the “Partnership”) and Joseph Bottazzi II (the “Management Securityholder”), to become effective as of (and subject to the occurrence |
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| May 17, 2012 |
EX-99.(D)(6) 10 e48443ex99d-6.htm CONTRIBUTION AGREEMENT Exhibit (d)(6) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY. F |
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| May 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ¨ Definitive Proxy Stat |
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| May 10, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 THE EDELMAN FINANCIAL GROUP INC. (Exact name of registrant as |
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| May 10, 2012 |
2012 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2012) EX-10.23 2 v310749ex10-23.htm EXHIBIT 10.23 2012 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2012) This 2012 Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) of The Edelman Financial Group Inc., a Texas corporation (the “Company”), sets forth the rules and regulations adopted by the Committee for issuance of Performance Units in the form of R |
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| May 8, 2012 |
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) May 8, 2012 (May 8, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission |
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| May 8, 2012 |
EX-99.1 2 v312301ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Reports First Quarter Earnings from Continued Operations of $0.01 Per Share, Impacted by Expenses Related to Proposed Take-Private Transaction HOUSTON, May 8, 2012 – The Edelman Financial Group Inc. (NASDAQ:EF) |
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| May 8, 2012 |
1Q 2012 Earnings Teleconference Script EX-99.2 3 v312301ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Speaker Dial-in: (866) 865-9828 Confirmation: 32206402 Important to identify yourself as a speaker 1Q 2012 Earnings Teleconference Script Introduction: George L. Ball, Chairman and Co-Chief Executive Officer of The Edelman Financial Group GLB Thank you, Operator, and good morning everyone. Welcome to The Edelman Financial Group’s earnings relea |
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| April 30, 2012 |
10-K/A 1 v31103310ka.htm 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 The Edelman Fi |
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| April 25, 2012 |
EF / Edelman Financial Group Inc. / LEP Summer Holdings LLC Activist Investment SC 13D 1 ds13d-edelmanlep.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Edelman Financial Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 27943Q105 (CUSIP Number) LEP Summer Holdings LLC 650 Madison Avenue, 21st Floor New York, NY 10022 Attention: Mr. Joseph B. Rotberg T |
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| April 25, 2012 |
EX-4 3 ds13dexhibit4.htm Exhibit 4 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas cor |
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| April 25, 2012 |
EX-3 2 ds13dexhibit3.htm Exhibit 3 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas cor |
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| April 19, 2012 |
EF / Edelman Financial Group Inc. / SANDERS DON A - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment SC 13D/A 1 d337582dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) THE EDELMAN FINANCIAL GROUP INC. (Name of lssuer) Common Stock, $.01 par value (Title of Class of Securities) 27943Q105 (CUSIP Number) The Edelman Financial Group Inc. 600 Travis, Suite 5800 Hou |
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| April 19, 2012 |
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D/A (AMENDMENT NO. 3) Agreement Concerning Joint Filing Exhibit E AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D/A (AMENDMENT NO. |
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| April 19, 2012 |
Contribution Agreement (Ball) CONTRIBUTION AGREEMENT EX-99.D 5 d337582dex99d.htm CONTRIBUTION AGREEMENT, DATED AS OF APRIL 16, 2012 Exhibit D Contribution Agreement (Ball) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. S |
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| April 19, 2012 |
Contribution Agreement (Sanders) CONTRIBUTION AGREEMENT Contribution Agreement, dated as of April 16, 2012 Execution Version Exhibit B Contribution Agreement (Sanders) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. |
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| April 19, 2012 |
Contribution Agreement (Morris) CONTRIBUTION AGREEMENT EX-99.C 4 d337582dex99c.htm CONTRIBUTION AGREEMENT, DATED AS OF APRIL 16, 2012 Exhibit C Contribution Agreement (Morris) CONTRIBUTION AGREEMENT IN MAKING AN INVESTMENT DECISION ROLLOVER INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. |
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| April 19, 2012 |
Voting Agreement VOTING AGREEMENT EX-99.A 2 d337582dex99a.htm VOTING AGREEMENT, DATED AS OF APRIL 16, 2012 Execution Version Exhibit A Voting Agreement VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the executio |
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| April 17, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) THE EDELMAN FINANCIAL GROUP INC. (Name of lssuer) Common Stock, $0.01 par value (Title of Class of Securities) 27943Q105 (CUSIP Number) Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Robert D. Goldba |
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| April 16, 2012 |
Voting Agreement EXHIBIT 10.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”) |
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| April 16, 2012 |
Voting Agreement EXHIBIT 10.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”) |
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| April 16, 2012 |
Form 8-K 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): April 16, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission F |
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| April 16, 2012 |
Form 8-K 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): April 16, 2012 The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission F |
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| April 16, 2012 |
EXHIBIT 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”) and wholly owned |
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| April 16, 2012 |
Additional Information and Where to Find It Internal Employee Announcement EXHIBIT 99.2 April 16, 2012 From GLB/RE We would like to recap the highlights of the All Hands Call from this morning. Please make sure you read the press release prior to reading this summary. The press release is of necessity dry and legalistic. The implications of that announcement for us and our company, on the other hand, are exciting. We are limited as to the a |
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| April 16, 2012 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SUMMER HOLDINGS II, INC., SUMMER MERGER SUB, INC. AND THE EDELMAN FINANCIAL GROUP INC. DATED AS OF APRIL 16, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1. The Merger 2 1.2. Closing; Effective Time 2 1.3. Effect of the Merger 2 1.4. Conversion of Company Capital Stock 2 1.5. Conversion of Common Stock of Merger Sub 3 1.6. Dissenting Sh |
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| April 16, 2012 |
The Edelman Financial Group Signs Going-Private Transaction Press Release EXHIBIT 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Signs Going-Private Transaction HOUSTON, April 16, 2012 – The Edelman Financial Group Inc. (“TEFG” or the “Company”) (NASDAQ: EF), a nationwide wealth management firm, today announced that it has entered into a definitive merger agreemen |
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| April 16, 2012 |
Additional Information and Where to Find It Internal Employee Announcement EXHIBIT 99.2 April 16, 2012 From GLB/RE We would like to recap the highlights of the All Hands Call from this morning. Please make sure you read the press release prior to reading this summary. The press release is of necessity dry and legalistic. The implications of that announcement for us and our company, on the other hand, are exciting. We are limited as to the a |
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| April 16, 2012 |
Employee Frequently Asked Questions about The Going-Private Transaction Employee FAQ EXHIBIT 99.3 Employee Frequently Asked Questions about The Going-Private Transaction 1. What are the terms of the agreement and when will the transaction be completed? Each shareholder would receive $8.85 in cash per share (other than shares held by certain members of our management and employees that are being “rolled over” in the transaction). The transaction is subject to the appro |
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| April 16, 2012 |
Employee Frequently Asked Questions about The Going-Private Transaction Employee FAQ EXHIBIT 99.3 Employee Frequently Asked Questions about The Going-Private Transaction 1. What are the terms of the agreement and when will the transaction be completed? Each shareholder would receive $8.85 in cash per share (other than shares held by certain members of our management and employees that are being “rolled over” in the transaction). The transaction is subject to the appro |
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| April 16, 2012 |
Voting Agreement EXHIBIT 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 16, 2012, (this “Agreement”), by and among Summer Holdings II, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, Parent, Summer Merger Sub, Inc., a Texas corporation (“Merger Sub”) |
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| April 16, 2012 |
Agreement and Plan of Merger EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SUMMER HOLDINGS II, INC., SUMMER MERGER SUB, INC. AND THE EDELMAN FINANCIAL GROUP INC. DATED AS OF APRIL 16, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1. The Merger 2 1.2. Closing; Effective Time 2 1.3. Effect of the Merger 2 1.4. Conversion of Company Capital Stock 2 1.5. Conversion of Common Stock of Me |
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| April 16, 2012 |
The Edelman Financial Group Signs Going-Private Transaction Press Release EXHIBIT 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Signs Going-Private Transaction HOUSTON, April 16, 2012 – The Edelman Financial Group Inc. (“TEFG” or the “Company”) (NASDAQ: EF), a nationwide wealth management firm, today announced that it has entered into a definitive merger agreemen |
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| April 4, 2012 |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION SANDERS MORRIS HARRIS GROUP INC. Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SANDERS MORRIS HARRIS GROUP INC. Pursuant to the provisions of the Texas Business Organizations Code (the “Code”), Sanders Morris Harris Group Inc. files the following certificate of amendment: 1. The name of the filing entity is Sanders Morris Harris Group Inc. 2. The filing entity is a for-profit corporation. 3. The filing |
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| April 4, 2012 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 4, 2012 (May 26, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 |
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| March 15, 2012 |
SUBSIDIARIES OF THE EDELMAN FINANCIAL GROUP INC. Exhibit 21.1 SUBSIDIARIES OF THE EDELMAN FINANCIAL GROUP INC. Subsidiary State of Organization Percentage Ownership Names Under Which Subsidiary Does Business Sanders Morris Harris Inc. Texas 100% Sanders Morris Harris SMH Asset & Wealth Management SMH Partners Kissinger Financial Services Concept Capital SMH Capital Advisors, Inc. Texas 100% Cummer/Moyers Capital Advisors The Edelman Financial Ce |
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| March 15, 2012 |
2011 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2011) EX-10.20 4 v303227ex10-20.htm EXHIBIT 10.20 2011 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2011) This 2011 Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) of The Edelman Financial Group Inc., a Texas corporation (the “Company”), sets forth the rules and regulations adopted by the Committee for issuance of Performance Units in the form of R |
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| March 15, 2012 |
2012 Senior Executive Incentive Plan 2012 Senior Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. |
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| March 15, 2012 |
2011 Senior Executive Incentive Plan 2011 Senior Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. |
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| March 15, 2012 |
EX-10.22 6 v303227ex10-22.htm EXHIBIT 10.22 2012 Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. (“TEFG” or the “Company”) is to provide key executives with targeted total cash pay opportunities that generally are competitive with median total cash pay opportunities in wealth and asset management companies of simila |
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| March 15, 2012 |
2012 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2012) 2012 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2012) This 2012 Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) of The Edelman Financial Group Inc. |
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| March 15, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 The Edelman Financial Group Inc. (Exact name of registrant as spec |
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| March 15, 2012 |
EX-10.19 3 v303227ex10-19.htm EXHIBIT 10.19 2011 Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. (formerly Sanders Morris Harris Group Inc.) (“TEFG” or the “Company”) is to provide key executives with targeted total cash pay opportunities that generally are competitive with median total cash pay opportunities in wea |
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| March 13, 2012 |
4Q 2011 Earnings Teleconference Script Exhibit 99.2 Speaker Dial-in: (866) 865-9828 Confirmation: 31743802 Important to identify yourself as a speaker 4Q 2011 Earnings Teleconference Script Introduction: George L. Ball, Chairman and Co-Chief Executive Officer of The Edelman Financial Group GLB Thank you, Operator, and good morning everyone. Welcome to Edelman Financial Group’s earnings release conference call for the fourth quarter of |
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| March 13, 2012 |
The Edelman Financial Group Reports Fourth Quarter Earnings from Core Operations of $0.15 Per Share Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Reports Fourth Quarter Earnings from Core Operations of $0.15 Per Share HOUSTON, March 13, 2012 – The Edelman Financial Group Inc. (NASDAQ:EF) today reported fourth quarter earnings from core operations of $4.5 million, or $0.15 per share. It had earn |
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| March 13, 2012 |
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) March 13, 2012 (March 12, 2012) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commi |
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| February 14, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* The Edelman Financial Group Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 27943Q105 (CUSIP Number) Decemb |
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| February 14, 2012 |
Exhibit A Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes all prior Power of Attorney and appoints Denis J. |
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| February 14, 2012 |
EF / Edelman Financial Group Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EDELMAN FINANCIAL GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 27943Q105 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 10, 2012 |
SC 13G 1 ef13gdec11.htm EF AS OF 12/31/2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EDELMAN FINANCIAL GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 27943Q105 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to |
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| November 16, 2011 |
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 16, 2011 November 16, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 ( |
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| November 16, 2011 |
The Edelman Financial Group Announces Quarterly Dividend Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Announces Quarterly Dividend HOUSTON, November 16, 2011 – The Edelman Financial Group Inc. (NASDAQ: EF) today announced that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.05 per share of common stock. The divide |
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| November 9, 2011 |
The Edelman Financial Group Reports Third Quarter Earnings from Core Operations of $0.09 Per Share Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 The Edelman Financial Group Reports Third Quarter Earnings from Core Operations of $0.09 Per Share HOUSTON, November 8, 2011 ? The Edelman Financial Group Inc. (NASDAQ:EF) today reported third quarter earnings from core operations of $2.5 million, or $0.09 per share. It earned $ |
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| November 9, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 THE EDELMAN FINANCIAL GROUP INC. (Exact name of registran |
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| November 9, 2011 |
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 8, 2011 (November 8, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (C |
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| November 9, 2011 |
3Q 2011 Earnings Teleconference Script 3Q 2011 Earnings Teleconference Script Introduction: George L. Ball, Chairman and Co-Chief Executive Officer of The Edelman Financial Group GLB Thank you, Operator, and good morning everyone. Welcome to Edelman Financial Group’s earnings release conference call for the third quarter of 2011. With us today, by phone or in person, are: Rick Berry, Chief Financial Officer, Ric Edelman, President, Bru |
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| August 9, 2011 |
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) August 9, 2011 (August 9, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commi |
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| August 9, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 THE EDELMAN FINANCIAL GROUP INC. (Exact name of registrant as |
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| August 9, 2011 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| June 3, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2011 (May 26, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commiss |
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| June 3, 2011 |
AMENDED AND RESTATED BYLAWS OF THE EDELMAN FINANCIAL GROUP INC. (the ?Corporation?) (As amended through May 26, 2011) ARTICLE I OFFICES Section 1.1. Offices. The principal business office of the Corporation shall be 600 Travis, Suite 5800, Houston, Texas 77002. The Corporation may have such other business offices within or without the State of Texas as the Corporation?s board of directors (the ?Bo |
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| June 2, 2011 |
2011 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2011) 2011 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2011) This 2011 Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) of The Edelman Financial Group Inc. |
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| June 2, 2011 |
2011 Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. |
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| June 2, 2011 |
2011 Senior Executive Incentive Plan 2011 Senior Executive Incentive Plan Background and Objectives The overall executive compensation strategy of The Edelman Financial Group Inc. |
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| June 2, 2011 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of May 26, 2011, by and between The Edelman Financial Group Inc. |
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| June 2, 2011 |
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) June 2, 2011 (May 26, 2011) The Edelman Financial Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commissio |
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| May 12, 2011 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports First Quarter Earnings from Continuing Operations of $0.10 Per Share HOUSTON, May 10, 2011 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported first quarter earnings from continuing operations of $3.0 million, or $0.10 per share. |
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| May 12, 2011 |
Sanders Morris Harris Group Inc. Exhibit 99.2 Sanders Morris Harris Group Inc. 1Q 2011 Earnings Teleconference Script Introduction: George L. Ball, Chairman and Chief Executive Officer of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the first quarter of 2011. With us today, by phone or in person, are: Rick Berry, Chief |
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| May 12, 2011 |
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) May 10, 2011 (May 10, 2011) Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commissio |
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| May 10, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registrant as |
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| April 15, 2011 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| April 15, 2011 |
DEF 14A 1 v218445def14a.htm SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 1 |
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| April 1, 2011 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| March 21, 2011 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| March 21, 2011 |
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) March 17, 2011 (March 15, 2011) Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commi |
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| March 18, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2011 (December 31, 2010) Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 ( |
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| March 18, 2011 |
Exhibit 99.2 GLOBAL FINANCIAL SERVICES, L.L.C. and GFS ADVISORS, L.L.C. Condensed Combined Financial Statements (Unaudited) SEPTEMBER 30, 2010 GLOBAL FINANCIAL SERVICES, LLC and GFS ADVISORS, LLC TABLE OF CONTENTS PAGE Condensed Combined Statement of Financial Condition (Unaudited) 1 Condensed Combined Statement of Income (Unaudited) 2 Condensed Combined Statement of Changes in Members? Equity (Un |
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| March 18, 2011 |
Exhibit 99.1 GLOBAL FINANCIAL SERVICES, L.L.C. and GFS ADVISORS, L.L.C. Audited Combined Financial Statements December 31, 2009 GLOBAL FINANCIAL SERVICES, L.L.C. and GFS ADVISORS, L.L.C. TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 1 COMBINED STATEMENT OF FINANCIAL CONDITION 2 COMBINED STATEMENT OF INCOME 3 COMBINED STATEMENT OF CHANGES IN MEMBERS? EQUITY 4 COMBINED STATEMENT OF CASH FLOWS |
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| March 18, 2011 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On December 31, 2010, Sanders Morris Harris Group Inc. (“SMHG”) completed the previously announced purchase of a 48.7% capital interest and 50.1% profits interest in Global Financial Services, LLC and a 50.1% capital and profits interest in GFS Advisors, LLC, wealth management firms (“GFS”), based in Houston, Texas, pursuant |
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| March 16, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 Sanders Morris Harris Group Inc. (Exact name of registrant as spec |
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| March 16, 2011 |
SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. Exhibit 21.1 SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. State of Percentage Names Under Which Subsidiary Organization Ownership Subsidiary Does Business Sanders Morris Harris Inc. Texas 100% Sanders Morris Harris SMH Asset & Wealth Management SMH Partners Kissinger Financial Services Concept Capital SMH Capital Advisors, Inc. Texas 100% Cummer/Moyers Capital Advisors The Edelman Financial Ce |
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| January 4, 2011 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| January 4, 2011 |
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) January 4, 2011 (December 31, 2010) Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (C |
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| January 4, 2011 |
EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC. |
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| November 29, 2010 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| November 29, 2010 |
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 29, 2010 (November 26, 2010) Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 |
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| November 29, 2010 |
PURCHASE AGREEMENT This Purchase Agreement (“Agreement”) is entered into as of November 26, 2010, by and among Robert C. |
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| November 9, 2010 |
Sanders Morris Harris Group Inc. Exhibit 99.2 Sanders Morris Harris Group Inc. Third Quarter Earnings Teleconference Script Introduction: George L. Ball (GLB), Chairman and Chief Executive Officer of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the third quarter of 2010. With us today, by phone or in person, are: Rick |
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| November 9, 2010 |
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 9, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numb |
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| November 9, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registran |
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| November 9, 2010 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports Third Quarter Earnings from Continuing Operations of $0.05 Per Share; Increases Dividend HOUSTON, November 9, 2010 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported third quarter earnings from continuing operations of $1.3 milli |
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| September 7, 2010 |
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) September 7, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| August 17, 2010 |
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) August 17, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numbe |
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| August 17, 2010 |
Sanders Morris Harris Group Announces Quarterly Dividend Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Announces Quarterly Dividend HOUSTON, August 17, 2010 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.045 per share of common stock. The divid |
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| August 10, 2010 |
Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713. |
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| August 10, 2010 |
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) August 9, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 000-30066 76-0583569 (Commission File Numb |
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| August 9, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registrant as |
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| June 3, 2010 |
2010 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2010) 2010 EXECUTIVE AND KEY MANAGER RESTRICTED STOCK UNIT SUB-PLAN (Effective January 1, 2010) This 2010 Executive and Key Manager Restricted Stock Unit Sub-Plan (“Sub-Plan”) sets forth the rules and regulations adopted by the Committee for issuance of Restricted Stock Unit Awards under Section 3 of the Long-Term Incentive Plan (“Plan”). |
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| June 3, 2010 |
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) May 27, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| June 3, 2010 |
2010 Executive Incentive Plan Background and Objectives The overall executive compensation strategy of Sanders Morris Harris Group Inc. |
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| May 10, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registrant as |
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| May 10, 2010 |
Press Release Exhibit 99.1 Sanders Morris Harris Group Reports First Quarter Net Income from Continuing Operations of $0.07 Per Share vs. Loss of $0.38 Per Share in `09 Period HOUSTON, May 10, 2010 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported first quarter net income from continuing operations of $1.9 million after-taxes, or $0.07 per share. Revenue was $47.1 million, up 31% fr |
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| May 10, 2010 |
Form 8-K 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) May 10, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas 0-30066 76-0583569 (State or other jurisdiction of incorporation) (Commission File |
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| May 10, 2010 |
SMHG 1Q 2010 Earnings Teleconference Script Script of telephone conference Exhibit 99.2 SMHG 1Q 2010 Earnings Teleconference Script Introduction: George L. Ball, Chairman of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the first quarter of 2010. With us today, by phone or in person, are: Rick Berry, Chief Financial Officer Steve |
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| April 19, 2010 |
Definitive Revised Proxy Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 16, 2010 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240. |
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| March 16, 2010 |
SANDERS MORRIS HARRIS GROUP INC. 2009 Supplemental Bonus Plan Exhibit 10.07 SANDERS MORRIS HARRIS GROUP INC. 2009 Supplemental Bonus Plan This 2009 Supplemental Bonus Plan (the “Plan”) was adopted by unanimous action of the Compensation Committee of the Board of Directors of Sanders Morris Harris Group Inc. (the “Company”) on February 19, 2009, and by the Board of Directors of the Company (the “Board of Directors”) on February 19, 2009. This Plan shall be ef |
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| March 16, 2010 |
SANDERS MORRIS HARRIS GROUP INC. 2009 MANAGEMENT INCENTIVE PROGRAM Exhibit 10.06 SANDERS MORRIS HARRIS GROUP INC. 2009 MANAGEMENT INCENTIVE PROGRAM Section 1. Overview. The 2009 Management Incentive Program (the “Program”) may pay cash bonuses (each, a “Bonus Award”) to select senior officers of Sanders Morris Harris Group Inc. and its subsidiaries (the “Company”). Bonus Awards are paid annually. The amount of a Bonus Award is based upon an employee’s Bonus Targe |
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| March 16, 2010 |
SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. Exhibit 21.1 SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. State of Percentage Names Under Which Subsidiary Organization Ownership Subsidiary Does Business Sanders Morris Harris Inc. Texas 100 % Sanders Morris Harris SMH Asset & Wealth Management SMH Partners Kissinger Financial Services Concept Capital SMH Capital Advisors, Inc. Texas 100 % Cummer/Moyers Capital Advisors The Edelman Financial |
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| March 16, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 Sanders Morris Harris Group Inc. (Exact name of registrant as spec |
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| March 12, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numbe |
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| March 12, 2010 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reclassifies Gain from Capital Markets Sale; Recurring Earnings from Continuing Operations and Earnings Per Share Unaffected HOUSTON, March 12, 2010 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced that during a final internal review |
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| March 8, 2010 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports Fourth Quarter Income from Continuing Operations of $0.17 Per Share HOUSTON, March 8, 2010 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported fourth quarter income from continuing operations of $4.9 million, or $0.17 per share. R |
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| March 8, 2010 |
Exhibit 99.2 Three Months Ended Year Ended December 31, December 31, 2009 2008 2009 2008 Revenue: Wealth Management $ 28,850 $ 21,909 $ 100,941 $ 101,950 Institutional Services: Institutional brokerage 986 (63 ) 4,814 6,574 Prime brokerage services 14,032 26,358 60,961 61,658 Institutional Services Total 15,018 26,295 65,775 68,232 Corporate Support 14,937 292 17,430 1,759 Total $ 58,805 $ 48,496 |
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| March 8, 2010 |
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) March 8, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| February 18, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact |
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| February 18, 2010 |
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) February 12, 2010 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| January 19, 2010 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Sanders Morris Harris Group Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 80000Q104 (CUSIP Number) December 16, 2009 (Date of E |
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| December 16, 2009 |
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) December 16, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| December 11, 2009 |
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) December 10, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| December 11, 2009 |
Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) December 9, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numb |
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| December 11, 2009 |
SANDERS MORRIS HARRIS GROUP INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 Item 8. Financial Statements and Supplementary Data SANDERS MORRIS HARRIS GROUP INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 40 Consolidated Balance Sheets as of December 31, 2008 and 2007 41 Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2008 42 Co |
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| December 11, 2009 |
FIRST AMENDMENT TO AGREEMENT This First Amendment to Agreement (the "Amendment"), dated as of December 8, 2009, by and between Sanders Morris Harris Group Inc. |
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| December 11, 2009 |
424(b)(2) Filing Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. |
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| December 11, 2009 |
Exhibit 99.1 Item 6. Selected Financial Data The following data should be read together with the Consolidated Financial Statements and their related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations” included later in this report. Year Ended December 31, 2008 2007 2006 2005 2004 (in thousands except per share amounts) Statement of Operations: Total re |
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| November 12, 2009 |
Other Events, Financial Statements and Exhibits 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 12, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| November 12, 2009 |
SMHG 3Q 2009 Earnings Teleconference Script – Final Exhibit 99.2 SMHG 3Q 2009 Earnings Teleconference Script – Final Introduction: George L. Ball, Chairman of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the third quarter of 2009. With us today, by phone or in person, are: Ric Edelman, President, Bruce McMaken, Executive Vice President, |
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| November 12, 2009 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Morris Harris Group Reports Third Quarter Income from Continuing Operations of $0.04 Per Share; To Sell $7.5 Million of Shares to Fletcher International, Ltd. for $7.00 Per Share HOUSTON, November 9, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) to |
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| November 12, 2009 |
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 9, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numb |
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| November 12, 2009 |
Amended and Restated Contribution Agreement By and Among Sanders Morris Harris Group Inc. |
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| November 12, 2009 |
Number of Days Beyond Which a Registration Failure Shall Have Occurred and Been Continuing AGREEMENT This Agreement (the "Agreement"), dated as of November 8, 2009, is entered into by and between Sanders Morris Harris Group Inc. |
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| November 12, 2009 |
Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 9, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numb |
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| November 12, 2009 |
Sanders Morris Harris Group Announces Quarterly Dividend EX-99.1 2 v165832ex99-1.htm Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Announces Quarterly Dividend HOUSTON, November 12, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.045 per sh |
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| November 9, 2009 |
AMENDMENT NUMBER 4 THIS AMENDMENT NUMBER 4, dated as of September 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among SANDERS MORRIS HARRIS GROUP INC. |
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| November 9, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registran |
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| November 9, 2009 |
424(b)(3) Filing Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| November 9, 2009 |
AMENDMENT NUMBER 3 THIS AMENDMENT NUMBER 3, dated as of September 15, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by and among SANDERS MORRIS HARRIS GROUP INC. |
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| September 3, 2009 |
Sanders Morris Harris Group Announces Quarterly Dividend Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Announces Quarterly Dividend HOUSTON, September 3, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.045 per share of common stock. The div |
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| September 3, 2009 |
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) September 3, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Num |
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| August 10, 2009 |
Exhibit 10.09 [SMH CAPITAL letterhead] June 23, 2009 Prosperity Bank 777 Walker Street, Suite L140 Houston, Texas 77002 Attention of Randall R. Reeves, President-Houston Area Re: Credit Agreement Dated as of May 11, 2009, between Sanders Morris Harris Group Inc. and Prosperity Bank Ladies and Gentlemen: Reference is made to the Credit Agreement Dated as of May 11, 2009 (the “Credit Agreement”), be |
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| August 10, 2009 |
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) August 10, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Numbe |
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| August 10, 2009 |
Exhibit 10.05 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of May 10, 2005, between the The Edelman Financial Center, LLC, a Delaware limited liability company (the “Employer”), and Fredric M. Edelman (the “Employee”). WITNESSETH WHEREAS, pursuant to a Reorganization and Purchase Agree |
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| August 10, 2009 |
Sanders Morris Harris Group Reports Second Quarter Income from Continuing Operations of $2.0 Million Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports Second Quarter Income from Continuing Operations of $2.0 Million HOUSTON, August 10, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported second quarter income from continuing operations of $2.0 million, or $0.07 per share. Th |
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| August 10, 2009 |
Exhibit 10.08 EXECUTION COPY $25,000,000 CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC., as Borrower and PROSPERITY BANK, as Lender Dated as of May 11, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Other Definitional Provisions 22 ARTICLE II AMOUNT AND TERMS OF COMMITMENT 23 Section 2.01. Commitment 23 Section 2.02. Procedure for Loan Bo |
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| August 10, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registrant as |
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| August 10, 2009 |
August 10, 2009 Mr. Terence O’Brien Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549-7010 Re: Sanders Morris Harris Group Inc. Form 10-K for the year ended December 31, 2008 filed March 16, 2009 File No. 0-30066 Dear Mr. O’Brien This letter is provided in response to your letter of July 27, 2009, in which you furnished comments |
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| August 10, 2009 |
SMHG 2Q 2009 Earnings Teleconference Script – Exhibit 99.2 SMHG 2Q 2009 Earnings Teleconference Script – Introduction: George L. Ball, Chairman of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the first quarter of 2009. With us today, by phone or in person, are: Ric Edelman, President, Bruce McMaken, Executive Vice President, Rick B |
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| August 10, 2009 |
Exhibit 10.10 July 15, 2009 Prosperity Bank 777 Walker Street, Suite L140 Houston, Texas 77002 Attention of Randall R. Reeves, President-Houston Area Re: Amendment no. 2 to Credit Agreement Dated as of May 11, 2009, between Sanders Morris Harris Group Inc. and Prosperity Bank Ladies and Gentlemen: Reference is made to the Credit Agreement Dated as of May 11, 2009 (the “Credit Agreement”), between |
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| July 15, 2009 |
July 13, 2009 Mr. Terence O’Brien Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549-7010 Re: Sanders Morris Harris Group Inc. Form 10-K for the year ended December 31, 2008 filed March 16, 2009 Form 10-Q for the quarter ended March 31, 2009 Definitive Proxy Statement on Schedule 14A filed April 15, 2009 Form 8-K filed May 11, 200 |
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| July 14, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 13, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Com |
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| July 14, 2009 |
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. |
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| July 1, 2009 |
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) June 25, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| June 16, 2009 |
Other Events, Financial Statements and Exhibits 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) June 16, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| June 16, 2009 |
Sanders Morris Harris Group Announces Quarterly Dividend Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Announces Quarterly Dividend HOUSTON, June 16, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.045 per share of common stock. The dividen |
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| May 13, 2009 |
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) May 11, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File Number) |
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| May 13, 2009 |
$25,000,000 CREDIT AGREEMENT between SANDERS MORRIS HARRIS GROUP INC., as Borrower and PROSPERITY BANK, as Lender Dated as of May 11, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Other Definitional Provisions 22 ARTICLE II AMOUNT AND TERMS OF COMMITMENT 23 Section 2.01. Commitment 23 Section 2.02. Procedure for Loan Borrowing 23 Section 2.03. Repa |
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| May 11, 2009 |
Form 8-K 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) May 11, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission File |
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| May 11, 2009 |
Introduction: George L. Ball, Chairman of Script of telephone call Exhibit 99.2 Introduction: George L. Ball, Chairman of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the first quarter of 2009. With us today, by phone or in person, are: Ric Edelman, President, Bruce McMaken, Executive Vice President, Rick Berry, Chief Financial |
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| May 11, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-30066 SANDERS MORRIS HARRIS GROUP INC. (Exact name of registrant as |
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| May 11, 2009 |
Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports First Quarter Loss from Continuing Operations of $11.6 Million; Records After-Tax Non-Cash Impairment Charges of $9.5 Million HOUSTON, MAY 11, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today reported a first quarter net loss from |
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| April 15, 2009 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| March 16, 2009 |
SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. Exhibit 21.1 SUBSIDIARIES OF SANDERS MORRIS HARRIS GROUP INC. State of Percentage Names Under Which Subsidiary Organization Ownership Subsidiary Does Business SMH Capital Inc. Texas 100 % Sanders Morris Harris SMH Asset & Wealth Management SMH Partners Kissinger Financial Services Concept Capital SMH Capital Advisors, Inc. Texas 100 % Cummer/Moyers Capital Advisors The Edelman Financial Center, LL |
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| March 16, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-30066 Sanders Morris Harris Group Inc. (Exact name of registrant as specif |
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| March 12, 2009 |
Form 8-K 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) March 12, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission Fi |
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| March 12, 2009 |
Press Release Exhibit 99.1 Contact: Rick Berry Chief Financial Officer 600 Travis Street, Suite 5800 Houston, Texas 77002 713.993.4614 Sanders Morris Harris Group Reports Loss of $58.3 Million in Fourth Quarter; Decline in Stock Price Causes $56.5 Million Write Down of Goodwill HOUSTON, March 12, 2009 – Sanders Morris Harris Group Inc. (NASDAQ: SMHG) today announced a loss of $58.3 million in the |
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| March 12, 2009 |
Script of telephone call Exhibit 99.2 4th Quarter 2008 Earnings Conference Call Introduction: George L. Ball, Chairman of Sanders Morris Harris Group GLB Thank you, Operator, and good morning everyone. Welcome to Sanders Morris Harris Group’s earnings release conference call for the fourth quarter of 2008. With me today, by phone or in person, are: Ben Morris, Chief Executive Officer, Ric Edelman, |
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| January 30, 2009 |
Form 8-K 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) January 29, 2009 Sanders Morris Harris Group Inc. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation) 0-30066 76-0583569 (Commission |
