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 15, 2004

LADENBURG THALMANN FINANCIAL SERVICES INC.


(Exact Name of Registrant as Specified in Charter)
         
Florida   1-15799   65-0701248

 
 
 
 
 
(State or Other Jurisdiction
of Incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)
     
590 Madison Avenue, 34th Floor, New York, New York   10022

 
 
 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (212) 409-2000

Not Applicable


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 8.01 Other Events

     On September 15, 2004, Ladenburg Thalmann Financial Services Inc.’s (the “Company”) principal operating subsidiary, Ladenburg Thalmann & Co. Inc. (“Ladenburg”), received a “Wells Letter” from the staff of the National Association of Securities Dealers, Inc. (“NASD”). The Wells Letter stated that the staff of the NASD intends to recommend that disciplinary actions be brought against Ladenburg for violating certain conduct rules of the NASD, including NASD Conduct Rule 2440 and NASD Interpretive Memorandum 2440(c)(5) relating to fair prices and commissions, and Section 10(b) of the Securities Exchange Act of 1934, as amended. The NASD previously delivered similar Wells Letters to five employees of Ladenburg generally alleging violations by them of the same NASD and SEC rules. Under the Wells procedure, Ladenburg has an opportunity to respond to the NASD before any action is taken against it. Ladenburg intends to respond promptly and will seek a resolution of these matters, although there is no assurance that such resolution can be reached or that the ultimate impact on the Company will not be material.

2


 

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2004
         
  LADENBURG THALMANN FINANCIAL SERVICES INC.

 

 
 
 
  By:   /s/ Salvatore Giardina    
    Name:   Salvatore Giardina   
    Title:   Executive Vice President and Chief Financial Officer   
 

3