Spear, Leeds & Kellogg

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Spear, Leeds & Kellogg

30 Hudson Street
Jersey City, New Jersey 07302
U.S.A.
Telephone: (212) 433-7000
Fax: (212) 433-7310
Web site: http://www.slk.com

Wholly Owned Subsidiary of The Goldman Sachs Group, Inc.
Founded: 1931 as Spear, Leeds & Co.
Employees: 2,500
Operating Revenues: $1.3 billion (2000)
NAIC: 523120 Securities Brokerage

A subsidiary of The Goldman Sachs Group, Inc., Spear, Leeds & Kellogg (SLK) is a Jersey City-based company that offers execution and clearing services to the investment community. SLK has long been known as a leading specialist on the New York Stock Exchange. Such firms have been at the heart of the system since 1792 when the open auction approach for each stock trade was introduced. Specialists manage the sale of stocks on the floor of the exchange, in effect "making a market" by matching up sellers and buyers at a fixed price, a service for which they receive a commission. Specialists also step in to buy stock when there is an imbalance between sellers and buyers, and make most of their money through buying and selling from their own account, a practice known as "principal" trading. Because of their unique position in the stock market, possessing inside knowledge about the demands to buy and sell specific stocks, specialists hold a highly profitable advantage, one open to abuse. In 2004 SLK and four other specialist firms paid $240 million to settle with the Securities and Exchange Commission (SEC), which accused them of "front-running," artificially inflating the price of shares they held as a way to skim additional profits. In recent years, SLK has expanded beyond its traditional function as a market maker to offer other services, such as clearing, trading, and reporting tools. SLK also offers financing to customers and loans out stocks, especially hard-to-borrow securities. In addition SLK provides custody reporting services—helping customers to keep track of their daily trading activity, combined with profit and loss information—and a Web-based portfolio accounting system.

Origins Dating to the Early 1930s

SLK was founded as a partnership in 1931 by Harold Spear and Lawrence Leeds. Spear bought his seat on the floor of the New York Stock Exchange in 1927, and Leeds bought his the following year. In 1941 they took on a third partner, 26-year-old James Crane Kellogg III, who would be highly influential in the growth of the firm. "Jimmy" Kellogg was born in New York City in 1915. His family ran a detergent bluing company that struggled with the advent of the Great Depression, and with the death of his father, Kellogg was forced at the age of 16 to leave Williams College to find work to help support his family. He became an odd lot broker with Carlisle, Mellick & Co. In 1936 he was able to raise $125,000 to buy a seat on the New York Stock Exchange and at the age of 21 became the youngest seatholder. Although his mother's connections helped Kellogg establish himself on the Exchange, Kellogg also proved to be highly talented. According to the recollections of SLK partner Al Rubin, "Jimmy Kellogg was one of the finest professional short players I've seen in my life." It was no wonder that Spear and Leeds, in search of new blood, would eagerly bring in the young man. Not only was he a good clubman, able to use his natural geniality to his advantage in doing business, he also possessed strong organizational skills.

In 1951 Kellogg became a managing partner in the firm, which in 1954 became known as Spear, Leeds & Kellogg, L.P. In 1955 he became the managing partner when Spear and Leeds retired and became limited partners. Under his leadership the company was quick to buy out the books of stock owned by other specialists, and Kellogg helped drum up new business by playing the old boy's network, always ready to help out fellow Exchange members. As a result, when specialists retired, SLK often picked up their business. In many ways Kellogg laid the foundation for today's firm, responsible for its diversification beyond market making, into such areas as clearing. In the early 1950s he became a New York Stock Exchange governor and in 1956 was elected chairman of the Exchange. Also in 1955 Kellogg became a commissioner of the Port Authority of New York and New Jersey. He played a crucial role in the building of the World Trade Center, serving as an unpaid chief executive from 1968 to 1974.

Kellogg's son, Peter Rittenhouse Kellogg, although not the eldest of four sons, would be the one to carry on the Kellogg tradition on Wall Street and build upon what his father started. Unlike his father, however, Peter Kellogg preferred to operate in the background and shunned the press. Nevertheless he would become, in the words of the Investment Dealer's Digest, "the most powerful and feared man on Wall Street.… Kellogg's detractors call him 'Peter the Predator.'" He grew up in Elizabeth, New Jersey, attended the exclusive Berkshire School, a 100-year-old prep school that primarily served the monied classes and where his father served as a trustee. Kellogg studied at the Babson Institute of Business Administration but dropped out after only four semesters. Because his father had instituted a rule at SLK that forbade the hiring of kin, Kellogg found a job on Wall Street in the early 1960s with Stern, Frank Meyer & Fox, initially working as a clerk on the New York Stock Exchange floor. It was here that he gained a practical education from the people who worked for his employer's agent, Dominick & Dominick. Like his father, he proved to be an adept trader, so much so that the partners at SLK petitioned the elder Kellogg to bend his rules and bring Peter into the firm. Thus, in 1967, Peter Kellogg became a partner at SLK at the age of 25.

Becoming Computer-Oriented in the 1960s

Some of SLK's attempts at diversification in the 1960s did not prove as successful as the firm envisioned. For a time it sold a mutual fund and launched a retail branch network, but neither made much money and were discontinued. "The real master stroke," according to the Investment Dealer's Digest, "proved to be clearing—settling trades for other firms for a fee. Clearing forced Spear Leeds to pay strict attention to costs, unhindered by optimism of a retail sales department. Transaction processing forced the firm to apply computer technology, long before the iron discipline of economics made it a necessity. Finally back office work prepared the firm for the large trading volumes that became routine as the decades progressed." Unlike other securities firms that used operations as support for the sales office, SLK ran "from the back office outward." By focusing on cost control, SLK made sure that revenues generated by the front of the operation ended up as profits on the balance sheet.

SLK started the 1970s with just 50 employees, but over the course of the next decade it swallowed up a number of longtime Wall Street specialist firms, such as Pears Duffy & Stern; Frost Stamler & Klee; Schaefer, Collins & Tuttle; Murray & Co.; Wisner Declairville & Hoffman; and R.S. Dodge. Jimmy Kellogg retired in 1978, replaced as SLK's managing partner by his son. Jimmy Kellogg died from a stroke in December 1980, and although his death was unexpected, he had recently established trusts that allowed the firm to continue acquiring specialty firms, so that by the early 1980s SLK employed more than 700 people.

Many of the acquisitions were a response to changing conditions that diminished the role of market making. According to the Investment Dealers' Digest, "Most of Spear Leeds' acquisitions in the late 1970s and beyond stem from an attempt to capture the flow of orders leaving the specialists' order books. The deregulation of commission rates contributed—as did institutional trading in blocks of stocks far too large for the specialist to handle—to what is euphemistically called upstairs trading by major firms. Spear Leeds pursued the business off the exchange, because the specialist saw less and less of the order flow." One of SLK's most successful upstairs traders was John Mulheren, who made a great deal of money for the firm with a takeover bid on Conoco. He left to start his own firm and in 1985 offered $350 million to acquire SLK. The bid was rejected, but the firm then floated the idea of making an initial public offering (IPO). Brokerage firms like Bear, Stearns & Co. and Morgan Stanley & Co. had recently completed highly successful offerings, making the idea of taking advantage of investor interest in Wall Street firms an attractive one. SLK went as far as to retain the investment banking firm Drexel Burnham Lambert Inc. to study options, including an IPO, a leveraged buyout, or selling to a larger corporation. Another area SLK entered as a way to pick up some of the business moving away from the exchange floor was over-the-counter dealers. In 1977 SLK acquired dealer Troster Singer, making it a subsidiary, and later forged a less direct relationship with another dealer, Sherwood Securities.

The partners ultimately dismissed the idea of an IPO, opting instead to raise money in 1986 by selling a valuable asset, First Options, the largest clearing operation in the stock option business. Continental Illinois Bank of Chicago paid $125 million for First Options plus $35 million in subordinated debt. To outside observers the deal appeared too expensive and too risky for Continental. When the stock market crashed in October 1987, Continental was severely crippled. Five years later, SLK was able to reacquire First Options for a song, paying just $15 million and a small percentage of future earnings. SLK was then able to successfully rebuild the business.

Company Perspectives:

With over 70 years of dominance in the U.S. equities markets, Spear, Leeds & Kellogg (SLK) provides one of the industry's most comprehensive suites of prime brokerage solutions.

In the 1980s SLK started to get caught up in controversies in which its conduct was called into question. In 1988 the firm's arbitrage operation came under the scrutiny of the SEC, an outgrowth of the Ivan F. Boesky case concerning illegal stock parking. This practice conceals the ownership of securities by having one investor buy stock for a party, which might want to quietly accumulate large positions in the stocks of takeover targets. But such arrangements run afoul of disclosure regulations. In 1989 SLK paid $2.5 million to settle a class action lawsuit by investors who claimed that the firm profited from deceptive practices involving shares of J.P. Morgan & Co. in October 1987. SLK was accused of setting the opening price artificially high, well aware that it would fall, and knowing it could buy back the shares at a lower price. On the day of the market crash in 1987 the price of Morgan stock increased 69 percent between the final trade of the day and the opening price for the next day, which was set at $47. Within hours, the price plunged to $29. According to the suit, SLK sold about half of the 500,000 shares traded at the opening from its own account. A fair opening price, according to plaintiffs, would have been around $34, the stock's closing price for the day. In settling the suit, SLK admitted to no wrongdoing. Later SLK and one of its specialists would be fined by the New York Stock Exchange for a number of violations during the mini-crash of the stock market in 1989. The firm also would be fined by the New York Stock Exchange for violations of exchange rules and federal securities laws for a large account transfer done by its futures division in 1990.

Peter Kellogg began cutting back his role at SLK during the 1990s. According to the firm he relinquished his role as senior partner in mid-1990. Whatever his title at SLK, he retained control of the firm and remained a powerful force on Wall Street. In 1994 SLK acquired Foster, Marks, Natoli & Safir, a medium-sized specialist firm, the addition of which gave SLK control over some 11 percent of the Exchange's 2,343 listings. Only recently had the New York Stock Exchange increased its longtime rule of limiting specialist firms to no more than 10 percent of the listings. The next largest specialist controlled a 7 percent share of the listings, prompting many on the Street to view SLK "as a subtle threat to the NYSE's ability to regulate the auction system." In the words of the Investment Dealers' Digest: "Unlike the NYSE, Spear Leeds Kellogg refuses all public comment and is under the control of one man." SLK also had ties to more listings through Sherwood, which owned a controlling interest in another specialist with 40 New York Stock Exchange stocks. Other than market making, there was concern about SLK's other activities: "Spear Leeds has diversified into all forms of trading, from over-the-counter markets which handle NASDAQ listed shares and bonds, to options and block trading. These holdings give Spear Leeds an equally vested interest in the dealer markets." Moreover, SLK could influence the market in more subtle ways by acting as the clearing broker for several specialists, thereby gaining "an insider's advantage when it comes to acquiring firms."

New Century, New Ownership

SLK continued to diversify in the 1990s, especially in the area of electronic communication networks (ECN). It developed RediBook, a system that connected customers to various exchanges and integrated order routing. To supplement the business, in 1999 SLK acquired TLW Securities LLC, a big program trading operation, and Pantechnia LLA, a technology firm that designs trader work stations. It was the breadth of the firm's capabilities that led to Goldman Sachs buying SLK for $6.3 billion in September 2000. Because there was uncertainty about the future structure of the market, Goldman Sachs was in effect hedging its bet in picking up SLK. Whether trades would one day go completely electronic or not, there would still remain the need for the match-making intervention of market makers like SLK.

With Peter Kellogg now out of the picture, SLK was headed by Todd J. Christie, who had joined the firm in 1987 when he was in his early 20s and used his talent as a trader to quickly rise through the ranks. SLK was initially allowed to operate as an autonomous unit, but the marriage between SLK and Goldman Sachs soon proved rocky in a number of ways. It became apparent, although Goldman Sachs officials were reluctant to admit it, that SLK was bought at the top of the stock market. Business fell off sharply, leading to the March 2003 resignation of Christie without explanation, and the retirement of Joe Della Rosa, the head of the institutional trading business. Senior Goldman stock managers John Lauto and Duncan Neideraurer were installed as co-CEOs to oversee the business.

SLK also was implicated in more regulatory problems. In 2001 SLK agreed to pay $1 million to the American Stock Exchange for failing to supervise an executive accused of making fraudulent trades. In 2003 the firm and four former employees paid $435,000 to the American Stock Exchange for violations such as quoting erroneous prices and putting their own interests ahead of their customers. Later in 2003 SLK agreed to pay $450,000 to settle accusations from the SEC that in 1999 its employees helped Baron Capital to inflate the share price of the Southern Union Company, which was more than 10 percent owned by Baron affiliates. Southern Union was then able to use more of its stock in its acquisition of Pennsylvania Enterprises, thus saving a significant amount of cash. Also in 2003 SLK and four other specialist firms came under investigation by the New York Stock Exchange for questionable trading practices, such as using inside information about pending orders to engage in "front-running"—buying stock low and reselling at a high amount after the orders start driving up the price. The matter would be settled in March 2004 when the five firms agreed to return a combined $154.1 million and pay $87.7 million in civil penalties. In exchange, they neither admitted nor denied guilt. The New York Stock Exchange also had been caught up in scandal, which led to the resignation of its chairman, Richard Grasso. The Exchange cleaned house, hiring a new CEO and approving major governance changes. How these changes would affect the business of SLK remained to be seen.