Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 31, 2008, Thomas J. Cavalier, a member of the Board of Directors
of the Company and a "named executive officer" of the Company for 2007 by virtue
of his position as Chairman, Chief Executive Officer and President of Butler
Wick Corp., a wholly-owned subsidiary of the Company, resigned from the Board
effective December 31, 2008.
Mr. Cavalier's resignation did not relate to any disagreement with the
Company, and occurred in connection with the completion of the sale of Butler
Wick & Co., Inc., a wholly-owned subsidiary of Butler Wick Corp., to Stifel
Financial Corp. Mr. Cavalier remains an officer of Butler Wick & Co., Inc.,
which is now owned by Stifel Financial Corp. In connection with the sale of
Butler Wick & Co., Inc., Mr. Cavalier also resigned as a Director and Chairman,
Chief Executive Officer and President of Butler Wick Corp. effective
December 31, 2008. Butler Wick Corp. remains a wholly-owned subsidiary of the
Company.
Item 8.01 Other Events.
On December 31, 2008, the Company successfully completed the sale of Butler
Wick & Co., Inc. to Stifel Financial Corp., after meeting all customary closing
conditions. The transaction was previously announced December 18, 2008, and
involved a purchase price of $12,000,000 in cash, subject to post-closing
adjustments.
A copy of the press release announcing the closing of the transaction is
attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99 Press release dated January 2, 2009
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