SEC Info - Morgan Keegan Inc - ‘DEF 14A’ for 7/31/96

SEC Info℠

Home

Help

Please Sign In

Morgan Keegan Inc – ‘DEF 14A’ for 7/31/96 – PRE 14A

As of: Friday, 10/18/96 · For: 7/31/96 · Accession #: 729600-96-8 · File #s: 1-09015, 1-09015 (PRE 14A) · Correction: This Filing was Corrected by the SEC on 10/22/96. `®`

  As Of                Filer                Filing    For·On·As Docs:Size

10/18/96  Morgan Keegan Inc                 DEF 14A®    7/31/96    2:33K

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               15     63K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K

PRE 14A — Preliminary Proxy Solicitation Material
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Report of the Brokerage Company Compensation Committee
1	1st Page - Filing Submission
11	Report of the Brokerage Company Compensation Committee

PRE 14A 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
MORGAN KEEGAN, INC.                 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS                          
TO BE HELD ON NOVEMBER 22, 1996                       

NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the                  
Shareholders of Morgan Keegan, Inc. (the "Annual Meeting") will be              
held at the offices of Morgan Keegan, Inc. (the "Company"), Twenty-             
First Floor, Morgan Keegan Tower, 50 Front Street, Memphis,                     
Tennessee 38103 on Friday, November 22, 1996, at 10:00 a.m., local              
time, for the following purpose:                                                

1.  To elect directors to serve for the ensuing year or until         
their successors have been duly elected and qualified;        

Only shareholders of the Company of record as of the close of               
business on September 27, 1996, will be entitled to notice of, and              
to vote at, the Annual Meeting and any adjournment thereof.                     

There is enclosed, as a part of this Notice, a Proxy Statement              
which contains further information regarding the meeting and the                
above proposal.                                                                 

                BY ORDER OF THE BOARD OF
DIRECTORS                                                                       

                                      JOSEPH C. WELLER
                               Secretary

October 18, 1996                                                                

IMPORTANT                 

Shareholders who do not expect to attend the meeting            
are requested to complete, date, sign and return the            
accompanying proxy in the enclosed envelope.  Sharehold-        
ers who attend the meeting may vote in person even if           
they have already sent in a proxy.                              

PRE 14A 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
MORGAN KEEGAN, INC.
PROXY STATEMENT                 
GENERAL INFORMATION                 

THIS PROXY STATEMENT is provided in connection with the                     
solicitation of proxies by the Board of Directors of Morgan Keegan,             
Inc. (the "Company") for use at the annual meeting of shareholders              
to be held on November 22, 1996, (the "Annual Meeting") and any                 
adjournment thereof.  The mailing address of the principal                      
executive offices of the Company is Morgan Keegan Tower, 50 Front               
Street, Memphis, Tennessee 38103.  This Proxy Statement and the                 
Proxy Form, Notice of Meeting and the Company's Annual Report, all              
enclosed herewith, are first being mailed to the shareholders of                
the Company on or about October 18, 1996.                                       

The Proxy                                                                       

The solicitation of proxies is being made primarily by the use        
of the mails.  The cost of preparing and mailing this Proxy                     
Statement and accompanying material, and the cost of any                        
supplementary solicitations, which may be made by mail, telephone,              
telegraph, telecopier or personally by officers and employees of                
the Company, will be borne by the Company.  The shareholder giving              
the proxy has the power to revoke it by delivering written notice               
of such revocation to the Secretary of the Company prior to the                 
Annual Meeting or by attending the meeting and voting in person.                
The proxy will be voted as specified by the shareholder in the                  
spaces provided on the Proxy Form, or, if no specification is made,             
it will be voted in accordance with the terms thereof.                          

Common Shares represented by properly executed proxies, unless        
previously revoked, will be voted in accordance with the                        
instructions on such proxies.  If no instruction is indicated on                
the proxy, the named holders of the proxies will vote such common               
shares FOR all director nominees named in this Proxy Statement.                 
The named holders of proxies also will use their discretion in                  
voting the Common Shares in connection with any other business that             
properly may come before the Annual Meeting.                                    

Voting Rights                                                                   

Each outstanding share is entitled to one vote.  Only                 
shareholders of record at the close of business on September 27,                
1996 will be entitled to notice of, and to vote at, the Annual                  
Meeting and any adjournment thereof.  As of the close of business               
on September 27, 1996, the Company had outstanding 20,437,596                   
shares of common stock $.625 par value per share (the "Common                   
Shares").  Of the total number of outstanding Common Shares on                  
September 27, 1996, the Directors and Executive Officers of the                 
Company, consisting of seven persons, owned                                     
5,248,728 shares comprising 25.7% of the total.                                 
PAGE                                                                            

PRE 14A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
REQUIRED VOTE                     

Approval of each matter submitted to the Shareholders of the                
Company for a vote at the Annual Meeting will require the                       
affirmative vote of a plurality of the Common Shares voting at the              
Annual Meeting in person or by proxy.                                           

OWNERSHIP OF THE COMPANY'S COMMON SHARES                      

Security Ownership of Certain Beneficial Owners                                 

The following table sets forth information as of September 27,        
1996, regarding each person known to the Company to be the                      
beneficial owner of more than five percent of its Common Shares:                

                                                                [Download Table]


NAME AND ADDRESS         AMOUNT AND NATURE                        
 OF BENEFICIAL            OF BENEFICIAL    PERCENT OF CLASS(1)    
    OWNER                  OWNERSHIP                              
                                                                  
Allen B. Morgan, Jr.          2,445,943(2)       12.0%            
Morgan Keegan Tower                                               
Fifty Front Street                                                
Memphis, Tennessee 38103                                          

Joseph C. Weller              1,071,753(3)        5.2%            
Morgan Keegan Tower                                               
Fifty Front Street                                                
Memphis, Tennessee 38103                                          

____________________________                                      
<FN>                                                              
(1) Based on 20,437,596 Common Shares outstanding at September 27,
1996.                                                             

(2) Excludes 56,097 shares owned by Mr. Morgan's spouse over which
shares Mr. Morgan has no voting power or investment power and in  
which Mr. Morgan disclaims any beneficial ownership.  Includes    
63,915 shares held by Mr. Morgan as custodian or Trustee for his  
minor children over which shares Mr. Morgan has sole voting power 
and investment power.                                             

(3) Includes 45,000 shares owned by Mr. Weller's spouse.          


Security Ownership of Management                                                

The following table sets forth the beneficial ownership of the              
Company's Common Shares as of September 27, 1996 by (i) each                    
director, (ii) each director nominee, (iii) each executive officer              
named in the Summary Compensation Table, and (iv) all directors,                
nominees and Executive Officers as a group:                                     
PAGE                                                                            

PRE 14A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
>PAGE>                                                                          
                                                                [Download Table]

   NAME OF               AMOUNT AND NATURE                         
BENEFICIAL OWNER           OF BENEFICIAL    PERCENT OF CLASS       
                             OWNERSHIP                             
                                                                   
Allen B. Morgan, Jr.             2,445,943(1)              12.0%   

William W. Deupree, Jr.            770,708                  3.8%   

John W. Stokes, Jr.                747,189(2)               3.7%   

Joseph C. Weller                 1,071,753(3)               5.2%   

Kenneth F. Clark, Jr.               49,500(4)                 *    

Donald Ratajczak, Ph.D.             69,138(5)                 *    

Peter S. Willmott                   94,497(5)                 *    

All Director, Nominees and                                         
Executive Officers as a Group                                      
(7 Persons)                      5,248,728                 25.7%   

_______________                                                    
<FN>                                                               
(1) Excludes 56,097 shares owned by Mr. Morgan's spouse over which 
    shares Mr. Morgan has no voting power or investment power and  
    in which Mr. Morgan disclaims any beneficial ownership.        
    Includes 3,915 shares held by Mr. Morgan as custodian or       
    Trustee for his minor children over which shares Mr. Morgan    
    has sole voting power and investment power.                    

(2) Includes 22,500 shares owned of record by Mr. Stokes' spouse.  

(3) Includes 45,000 shares owned of record by Mr. Weller's spouse. 

(4) Includes option to purchase 45,000 shares pursuant to the      
    Company's 1991 Directors Stock Option Plan which have not been 
    exercised.                                                     

(5) Includes option to purchase 36,000 shares pursuant to the      
    Company's 1991 Directors Stock Option Plan which have not been 
    exercised.                                                     

*   Represents less than one 1% of total outstanding Common Shares.

PRE 14A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
(Proposal No.1)                   

Election of Directors                           

Committees and Meetings of the Board of Directors                               

The business of the Company is under the general management of              
its Board of Directors as provided by the Company's by-laws and the             
laws of Tennessee, the Company's state of incorporation.  The Board             
of Directors meets quarterly during the Company's fiscal year.                  
There are presently seven directors. The Board of Directors held                
four meetings during fiscal 1996, and each director attended at                 
least three of the four meetings.                                               

The Company does not have a standing Nominating Committee or a              
Compensation Committee of its Board of Directors.  The Compensation             
Committee of Morgan Keegan and Co., Inc., (the "Brokerage Company")             
("Compensation Committee") determines the compensation for all of               
the employees, including officers of the Company (see "Report of                
the Brokerage Company Compensation Committee").  The entire Board               
of Directors serves in the capacity of a Nominating Committee.  The             
Board of Directors will accept recommendations for director                     
nominations from shareholders, and shareholders wishing to propose              
such nominees for consideration should write to Joseph C. Weller,               
Secretary, at the principal executive office of the Company.                    

The Company has a standing Audit Committee of its Board of                  
Directors composed entirely of directors who are not officers or                
employees of the Company or the Brokerage Company ("Independent                 
Directors"). During fiscal 1996, the Audit Committee consisted of               
Kenneth F. Clark, Jr., Donald Ratajczak, Peter S. Willmott                      
(Chairman) and James E. Harwood, III.  The Audit Committee's                    
function is to determine that the Company's assets are properly                 
accounted for and safeguarded and that adequate operating,                      
accounting and financial controls, consistent with Company policy,              
regulatory requirements and accepted accounting practice are in                 
existence and adequately functioning.  The Audit Committee also may             
make recommendations to the Board of Directors concerning the                   
engagement of independent accountants to audit the books, records               
and accounts of the Company and its subsidiaries.  The Audit                    
Committee met four times during the past fiscal year and each Audit             
Committee member attended at least three of the four meetings.                  

Compensation of Directors                                                       

Directors who are employees of the Company or one of its                    
subsidiaries do not receive additional remuneration as directors.               
Independent Directors receive an annual retainer of $6,000, fees of             
$1,500 for each board meeting, and $500 for each committee meeting              
attended, and are annually granted options to acquire up to 9,000               
Common Shares pursuant to the Company's 1991 Directors Stock Option             
Plan.                                                                           
PAGE                                                                            

PRE 14A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
Nominees for Directors                                                          

The Company's bylaws provide for the election of all directors on           
an annual basis.  The Board of Directors proposes to nominate the               
following seven individuals, each of whom is currently a director               
of the Company, for election to serve as directors of the Company               
for the ensuing fiscal year.                                                    

ALLEN B. MORGAN, JR., 54, is the Chairman of the Board and Chief                
Executive Officer of the Company, positions he has held since 1983.             
He has also been Chairman of the Board, Chief Executive Officer,                
employee and Director of the Brokerage Company since 1969 and was               
named Chief Operating Officer in 1996.  Mr. Morgan is President and             
a Director of Morgan Keegan Southern Capital Fund and a Director of             
Catherine's Stores, Inc. (member of Compensation Committee).  He                
has been a Director of the Company since 1983.                                  

Committees:  None                                                               

WILLIAM W. DEUPREE, JR., 55, is an employee and Director of the                 
Brokerage Company, positions he has held since 1974.  From 1985                 
through July, 1996, Mr. Deupree was President of the Company and                
President and Chief Executive Officer of the Brokerage Company.                 
Mr. Deupree is a director of NSA International, Inc. (member of                 
Compensation Committee) and Equity Inns, Inc. He has been a                     
Director of the Company since 1983.                                             

Committees:  None                                                               

JOHN W. STOKES, JR., 59, is the Vice President of the Company, Vice             
Chairman of the Brokerage Company and President of the Equity                   
Capital Markets Division of the Brokerage Company, positions he has             
held since 1983.  He has been an employee and Director of the                   
Brokerage Company since 1970.  Mr. Stokes is a director of                      
O'Charley's, Inc. (member of Compensation Committee) and RFS Hotel              
Investors, Inc. He has been a Director of the Company since 1983.               

Committees:  None                                                               

JOSEPH C. WELLER, 57, is the Secretary, Treasurer and Chief                     
Financial Officer of the Company, positions he has held since 1983.             
He has also been an Executive Vice President and the Treasurer and              
Chief Financial Officer, employee and Director of the Brokerage                 
Company since 1969.  Mr. Weller has been a Director of the Company              
since 1983.                                                                     

Committees:  None                                                               
PAGE                                                                            

PRE 14A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
KENNETH F. CLARK, JR., 69, is a Counsel to the Memphis office of                
the Louisville, Kentucky law firm of Wyatt, Tarrant & Combs, a                  
position held since October 1, 1995. From September 1, 1994 to                  
October 1, 1995, Mr. Clark was a Member in the Memphis law firm of              
McDonnell Dyer, P.L.C.  From July 1990 to September 1, 1994, Mr.                
Clark was a partner in the Memphis law firm of McDonnell Boyd.  He              
was a Partner in the law firm of Boone, Wellford, Clark,                        
Langschmidt & Apperson for more than 10 years prior thereto.  Mr.               
Clark has been a Director of the Company since 1984.                            

Committees:  Audit                                                              

DONALD RATAJCZAK, Ph. D., 54, is the Director of the Economic                   
Forecasting Project at Georgia State University in Atlanta, is a                
Director of Morrison Restaurants Inc., Ruby Tuesday, Inc. and a                 
Trustee of AIM High Yield Fund, positions he has held for several               
years.  He has been a consulting economist to the Company and other             
businesses for more than five years.  Dr. Ratajczak has been a                  
Director of the Company since 1984.                                             

Committees:  Audit                                                              

PETER S. WILLMOTT, 60, is the Chairman and Chief Executive Officer              
of Willmott Services, Inc., a retail consulting firm, positions                 
held since June 1989.  He was Chairman of Carson Pirie Scott &                  
Company, a retail merchandising, food service and lodging concern,              
from June 1984 until June 1989, and was President and Chief                     
Executive Officer of same from June 1983 to June 1989.  He was                  
President and Chief Operating Officer of Federal Express                        
Corporation from September 1980 to May 1983.  Mr. Willmott is a                 
Director of Browning-Ferris Industries, Inc., Federal Express                   
Corporation, International Multifoods Corporation, MacFrugal's                  
Bargains & Close-Outs, Inc., Maytag Corporation and Zenith                      
Electronics Corporation.  He has been a Director of the Company                 
since 1991.                                                                     

Committees:  Audit (Chairman)                                                   
__________________________________________________________________              

Unless a shareholder specifies otherwise, it is intended          
that such shareholder's shares will be voted FOR the election of                
the foregoing nominees to serve as directors until the next annual              
meeting and until their successors are elected and qualified.  If               
any nominee shall become unavailable or unwilling to serve the                  
Company as a director for any reason, the persons named in the                  
Proxy Form are expected to consult with the management of the                   
Company in voting the shares represented by them.  The Board of                 
Directors has no reason to doubt the availability of any of the                 
nominees, and each has indicated his willingness to serve as a                  
director of the Company if elected.                                             

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF                      
PROPOSAL NO. 1                                                                  

PRE 14A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
Business Relationships Between Company and Nominees                             

Mr. Clark is counsel to the law firm of Wyatt, Tarrant & Combs.             
The Company and the Brokerage Company have retained McDonnell Dyer,             
P.L.C. (which was dissolved effective October 1, 1995, with several             
members (including Mr. Clark) joining Wyatt, Tarrant & Combs on                 
that date) during the past fiscal year and propose to retain Wyatt,             
Tarrant & Combs during the present fiscal year as special counsel               
on select matters.                                                              

The Brokerage Company has retained Dr. Ratajczak as a consulting            
economist to provide consulting services to it and its customers.               
Dr. Ratajczak was so retained during the past fiscal year, and the              
Brokerage Company proposes to retain Dr. Ratajczak in such capacity             
during the current fiscal year.                                                 

Certain Transactions with Management                                            

During the period from August 1, 1995 through July 31, 1996,                
except for indebtedness as margin account customers of the                      
Brokerage Company, no director or executive  officer was indebted               
to the Company in excess of $60,000.  The indebtedness of directors             
and executive officers as margin account customers was as a result              
of debit balances in margin accounts.  Such indebtedness was                    
incurred in transactions which were in the ordinary course of                   
business, on substantially the same terms, including interest rates             
and collateral, as those prevailing at the time for comparable                  
transactions with unaffiliated customers, and did not involve more              
than the normal risk of collectibility or present other unfavorable             
features.                                                                       

EXECUTIVE COMPENSATION                

The following table sets forth the compensation for services                
rendered for each of the Company's last three fiscal years, of the              
Chief Executive Officer and its other most highly compensated                   
executive officers whose total annual salary and bonus exceeded                 
$100,000:                                                                       

PAGE                                                                            

PRE 14A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
                                                                [Download Table]
<CAPTION)                                                                    

                         SUMMARY COMPENSATION TABLE                          
                                                       LONG-TERM COMPENSATION
                           ANNUAL COMPENSATION           AWARDS    PAYOUTS   
                                                                    ALL(7)   
NAME AND                                       RESTRICTED            OTHER   
PRINCIPAL      YEAR  SALARY  BONUS(1)  OTHER   STOCK  OPTIONS LTIP  COMPEN-  
POSITION              ($)     ($)      ($)  AWARDS(2) /SARs PAYOUTS SATION   
                                              ($)      (#)   (#)      ($)    
                                                                             
Allen B.       1996 $130,000 $1,258,666  0  $48,998(3)  0    0     $1,574    
Morgan, Jr.,   1995  130,000    790,259  0  $45,152     0    0      1,574    
CEO            1994  130,000  1,206,327  0  $48,581     0    0      1,549    

William W.     1996 $110,000 $  950,000  0  $39,996(4)  0    0     $1,574    
Deupree, Jr.,  1995  110,000    690,000  0  $29,700     0    0      1,574    
President      1994  110,000    945,000  0  $37,700     0    0      1,549    

John W. Stokes 1996 $110,000 $1,326,164  0  $45,046(5)  0    0     $1,574    
Jr., Vice      1995  110,000    857,475  0  $46,307     0    0      1,574    
President      1994  110,000  1,435,278  0  $49,478     0    0      1,549    

Joseph C.      1996 $110,000 $  975,000  0  $35,350(6)  0    0     $1,574    
Weller,        1995  110,000    690,000  0  $29,560     0    0      1,574    
Secretary      1994  110,000    945,000  0  $38,688     0    0      1,549    
<FN>                                                                         
(1) Includes commissions earned on brokerage business as registered          
sales representatives of the Brokerage Company.  See "Report of              
Brokerage Company Compensation Committee."                                   

(2) Excludes dividends paid in respect of restricted stock at the            
same rate as paid in respect of all outstanding Common Shares.               
Restricted Stock awards vest five years from the date of original            
issuance.                                                                    

(3) Mr. Morgan held 25,073 shares of restricted stock as of July             
31, 1996.  The total value of those shares, determined based on the          
closing market price of the Common Shares as of the date of each             
grant, is $212,213.  Dividends will be paid on the restricted stock          
granted during the 1996 fiscal year.                                         

(4) Mr. Deupree held 17,274 shares of restricted stock as of July            
31, 1996.  The total value of those shares, determined based on the          
closing market price of the Common Shares as of the date of each             
grant, is $149,823.  Dividends will be paid on the restricted stock          
granted during the 1996 fiscal year.                                         

(5) Mr. Stokes held 23,921 shares of restricted stock as of July             
31, 1996.  The total value of those shares, determined based on the          
closing market price of the Common Shares as of the date of each             
grant, is $203,310.  Dividends will be paid on the restricted stock          
granted during the 1996 fiscal year.                                         

(6) Mr. Weller held 18,236 shares of restricted stock as of July             
31, 1996.  The total value of those shares, determined based on the          
closing market price of the Common Shares as of the date of each             
grant, is $154,637.  Dividends will be paid on the restricted stock          
granted during the 1996 fiscal year.                                         

(7) The amounts listed in this column are the amounts of matching            
contributions made by the Company to the Revised Profit Sharing and          
Retirement Savings Plan on behalf of the Executive Officers.                 

PRE 14A 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN                      

The Company has adopted a Supplemental Executive Retirement Plan            
("SERP") for the benefit of executive officers and key employees of             
the Company and its subsidiaries.  The SERP is an unfunded, non-                
qualified deferred compensation plan which provides for the payment             
of supplemental retirement benefits to participants upon normal                 
retirement, disability retirement or death after reaching age 55                
and completing at least 20 years of employment with the Company or              
its subsidiaries.                                                               

Benefits under the SERP will not be paid to or will cease with              
respect to (if applicable) any participant whose employment                     
terminates prior to the participant's attaining age 55 or 20 years              
of service, if such termination is for cause, for acts of willful               
malfeasance or gross negligence or for violation of the non-                    
competition provisions of the SERP.  Benefits are payable out of                
the general assets of the Company.                                              

Participation in the SERP is determined by the Board of Directors           
of the Company, and the SERP is administered by an ad hoc committee             
consisting exclusively of Independent Directors.  Current                       
participants are Messrs. Morgan, Deupree, Stokes and Weller.  The               
benefit payable from the SERP is a monthly benefit, payable for 120             
months based on the participant's age at the date of termination of             
his employment, as follows:                                                     

                                                                [Download Table]


ATTAINED AGE                                
    UPON                            MONTHLY 
TERMINATION                         BENEFITS
                                            
62 or older                          $8,333 
   61                                $7,917 
   60                                $7,500 
   59                                $7,083 
   58                                $6,667 
   57                                $6,250 
   56                                $5,833 
55 or younger                        $5,417 


The estimated annual benefit to any participant who retires at the              
normal retirement age of 65 is $100,000.                                        
PAGE                                                                            

PRE 14A 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
REPORT OF THE BROKERAGE COMPANY               
COMPENSATION COMMITTEE                  

Compensation of Officers and Employees, Generally                               

The Compensation Committee of the Brokerage Company determines              
the compensation for all officers and employees of the Company and              
its subsidiaries, including the Executive Officers.  The Company                
does not have a compensation committee.  The following report is                
given by the Brokerage Company's Compensation Committee.                        

The Brokerage Company strives to offer to officers and key                  
employees compensation packages that are not only competitive with              
packages offered by other regional brokerage firms but that also                
encourage a high level of individual productivity, with a view                  
toward retaining the highest quality personnel available.  The                  
Compensation Committee's policy is to base a substantial portion of             
each Executive Officer's annual compensation upon his individual                
productivity, the performance of the Company and its subsidiaries               
and such officer's contribution to the overall success of the                   
Company during the fiscal year.  Compensation of Executive Officers             
consists of the following elements:                                             

Base Salary.  The base salaries of the Company's Executive                  
Officers have remained the same for the more than five fiscal                   
years.  The Compensation Committee has researched the base salaries             
of executive officers in other firms in the securities brokerage                
industry and believes the Company's salary levels to be very                    
comparable to other regional brokerage firms.                                   

Incentive Compensation.  Incentive bonuses are routinely paid to            
those persons making significant contributions to the profitability             
of the Company and its subsidiaries.  The Brokerage Company                     
maintains several bonus pools which are distributed among officers              
and employees by the Compensation Committee, based upon such                    
factors as gross commission production, contribution to the net                 
income of the Company, new client development, contribution to                  
Company management and long-range planning, management of                       
individual profit centers and demonstrated firm leadership.                     
Bonuses are distributed to a broad cross-section of employees of                
the Company and its subsidiaries, with 544 employees having                     
received bonuses totaling approximately $31.6 million for the 1996              
fiscal year.  Of such bonuses for the 1996 fiscal year,                         
approximately $4.5 million was paid to the Executive Officers.  The             
higher aggregate bonus compensation to Executive Officers was in                
response to the Company's outstanding 1996 fiscal year.  Messrs.                
Morgan, Deupree and Stokes, in addition to performing                           
responsibilities as Executive Officers and senior management of the             
Company, maintain day-to-day client relationships and,                          
consequently, conduct significant levels of brokerage business on               
behalf of clients of the Brokerage Company.  An element of their                
incentive compensation is their respective share of brokerage                   
commissions from their selling efforts, which for the fiscal year               
ended July 31, 1996 amounted to approximately $1,500,000 or 33.3%               
of the approximately $4.5 million total incentive compensation paid             
to those three Executive Officers.                                              

Restricted Stock Awards.  Pursuant to the Company's 1985 and 1994           
Restricted Stock and Incentive Stock Option Plans, the Company                  
periodically awards shares of restricted stock to officers and key              
employees of the Company and its subsidiaries.  Restricted stock                
must be returned to the Company if the recipient forfeits such                  
shares by reason of termination of employment within a fixed period             

PRE 14A 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
established by the Compensation Committee.  After the expiration of             
any of any                                                                      
restriction period, the recipient owns such shares free of                      
restrictions.  The number of shares awarded to a particular                     
recipient is subjectively determined by the Compensation Committee,             
which considers gross revenue production, contribution to the net               
income of the Company, new client development, management                       
contribution and demonstrated leadership, among other things, in                
determining the number of shares to be granted to a particular                  
person.                                                                         

The Company believes that restricted stock awards are a key                 
element in the overall compensation packages of officers and key                
employees because such awards recognize productivity and                        
profitability while at the same time giving recipients a vested                 
long-term interest in the success of the Company through stock                  
ownership.  Consequently, the Company routinely grants restricted               
stock to a broad cross-section of employees of the Company's                    
subsidiaries, with approximately 22% of such employees having                   
received awards during the 1996 fiscal year.  Each Executive                    
Officer received an award of restricted stock in 1996, in the                   
aggregate amount of 13,417 shares, which constituted approximately              
4.5% of all shares of restricted stock granted.                                 

Compensation of Chief Executive Officer                                         

Mr. Morgan's base salary has remained at $130,000 per year for              
the last five years, consistent with the Compensation Committee's               
and Board of Directors' view that the Company should continue to                
place greater emphasis on incentive and production-based                        
compensation for Executive Officers tied to the financial and                   
strategic performance of the Company.                                           

Other cash compensation paid to Mr. Morgan in 1996 consisted of             
$1,258,666 of incentive compensation based on the overall                       
performance of the Company and his role in achieving such                       
performance, of which approximately 33% was attributable to Mr.                 
Morgan's share of commissions on brokerage business conducted by                
him.  In addition to the foregoing, Mr. Morgan was granted 3,881                
shares of the Company's restricted stock during 1996, which shares              
had a value at the time of grant of approximately $48,998.                      

Mr. Morgan presided over a record year for the Company.  Lipper                 
Analytical ranks Morgan Keegan as one of the top 10 securities                  
firms in pre-tax operating margin, return on average equity and                 
pre-tax return on average assets.  From July, 1991 until August                 
1996, shares of Morgan Keegan common stock have appreciated in                  
value 459%, more than triple the group average for investment                   
firms.  The Compensation Committee determined Mr. Morgan's                      
incentive bonus based primarily upon the foregoing factors and his              
continued high level of personal productivity and commitment to the             
success of the Company.  The Compensation Committee believes Mr.                
Morgan's compensation to be commensurate with the compensation paid             
to the chief executive officers of corporations within the                      
Company's peer group.                                                           
PAGE                                                                            

PRE 14A 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
COMPENSATION COMMITTEE INTERLOCKS           
AND INSIDER PARTICIPATION               

The Company does not have a compensation committee, and the                 
Compensation Committee of the Brokerage Company makes all decisions             
regarding executive compensation.  The members of the compensation              
committee of the Brokerage Company are Messrs. Morgan, Deupree,                 
Stokes and Weller, all of whom are Executive Officers and each of               
whom during the 1996 fiscal year participated in deliberations                  
regarding Executive Officers' compensation.                                     
PAGE                                                                            

PRE 14A 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
PERFORMANCE GRAPH

The following graph compares the Company's cumulative total                 
shareholder return on its Common Shares for a five year period                  
(August 1, 1991 to July 31, 1996) with the cumulative total return              
of the Standard & Poor's 500 Stock Index and the Regional Sub-Index             
of the Financial Service Analytics Stock Price Index ("FSA                      
Regional") over the same period (assuming the investment of $100 in             
each on August 1, 1991, and the reinvestment of all dividends).                 
The FSA Regional is comprised of 15 publicly held regional                      
securities firms.                                                               

                                                                [Download Table]


                    1991    1992    1993    1994    1995    1996
                                                                
Morgan Keegan       $100    $199    $285    $300    $455    $451

S&P 500 Stock Index $100    $112    $122    $129    $162    $189

FSA Regional        $100    $141    $187    $182    $274    $284

(1)  The Company's performance graph in it's 1995 Proxy Statement               
compared the cumulative total shareholder return of Morgan Keegan's             
Common Stock to that of the Lipper Analytical Brokerage Stock Price             
Index ("Lipper Regional").  The FSA Regional is comprised of the                
same 15 Firms as the Lipper Regional.                                           
PAGE                                                                            

PRE 14A Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
SHAREHOLDER PROPOSALS FOR 1997              

Pursuant to the Securities Exchange Act of 1934, shareholder                
proposals intended to be presented at the 1997 annual meeting of                
shareholders of the Company must be received by the Company at its              
executive offices on or before July 15, 1997.                                   

RELATIONSHIPS WITH INDEPENDENT PUBLIC ACCOUNTANTS                   

Ernst & Young LLP has served as independent auditors for the                
Company and its subsidiaries for many years and will continue to so             
serve until and unless changed by action of the Board of Directors.             
It has not been the practice of the Company, and it is not required             
by its Charter or By-Laws, to submit the Company's selection of                 
auditors to the shareholders for ratification.                                  

A partner of Ernst & Young LLP is expected to be present at the             
annual meeting with the opportunity to make a statement if he                   
desires to do so and is expected to be available to respond to                  
appropriate questions.                                                          

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                     

The federal securities laws require the Company's directors and             
officers, and persons who own more than 10% of a registered class               
of the Company's equity securities, to file with the Securities and             
Exchange Commission initial reports of ownership and reports of                 
changes in ownership of any securities of the Company.  To the                  
Company's knowledge, based solely on review of the copies of such               
reports furnished to the Company and representations that no other              
reports were required, during the year ended July 31, 1996, all of              
the Company's officers and directors made all required filings.                 

OTHER MATTERS                       

The Board of Directors knows of no other business to be brought             
before the meeting.  If any other matters properly come before the              
meeting, the proxies will be voted on such matters in accordance                
with the judgment of the persons named as proxies therein, or their             
substitutes, present and acting at the meeting.                                 

INCORPORATION BY REFERENCE                      

The consolidated financial statements of the Company, included in           
the Company's 1996 Annual Report which accompanies this Proxy                   
Statement, are hereby incorporated by reference into this Proxy                 
Statement as if stated verbatim herein.                                         

            BY ORDER OF THE BOARD OF DIRECTORS

            /s/ Joseph C. Weller
    JOSEPH C. WELLER
Secretary 

October 18, 1996

PRE 14A	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

PRE 14A	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

PRE 14A	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

PRE 14A	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

PRE 14A	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

PRE 14A	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

PRE 14A	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

PRE 14A	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

PRE 14A	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

PRE 14A	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

PRE 14A	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

PRE 14A	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

PRE 14A	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

PRE 14A	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

PRE 14A	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	7/15/97	15
	11/22/96	1	2
Corrected on:	10/22/96
Filed on:	10/18/96	1	15
	9/27/96	1	3
For Period End:	7/31/96	8	15	10-K, 10-K/A
	10/1/95	7	8
	8/1/95	8
	9/1/94	7
				List all Filings

↑Top

Filing Submission 0000729600-96-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan Keegan Inc – ‘DEF 14A’ for 7/31/96 – PRE 14A

As of: Friday, 10/18/96 · For: 7/31/96 · Accession #: 729600-96-8 · File #s: 1-09015, 1-09015 (PRE 14A) · Correction: This Filing was Corrected by the SEC on 10/22/96. ®

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 10/21/97 for 7/31/97 · Latest: ‘DEF 14A’ on 10/20/00 for 7/31/00

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

PRE 14A — Preliminary Proxy Solicitation MaterialDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

As of: Friday, 10/18/96 · For: 7/31/96 · Accession #: 729600-96-8 · File #s: 1-09015, 1-09015 (PRE 14A) · Correction: This Filing was Corrected by the SEC on 10/22/96. `®`

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

PRE 14A — Preliminary Proxy Solicitation Material
Document Table of Contents