HWD2 712061v1
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, 1999
FREEDOM SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-13993 04-3335712
(State of Incorporation) Commission File Number) (IRS Employer
Identification No.)
One Beacon Street, Boston, MA 02108
(Address of principal executive offices) (Zip Code)
(617) 725-2000
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On September 15, 1999, Freedom Securities Corporation ("Freedom"), a Delaware
corporation, FSC Merger Corp. ("Merger Sub"), a Delaware corporation and wholly
owned subsidiary of Freedom, The Hill Thompson Group, Ltd. ("HT"), a Delaware
corporation, and all of the shareholders of HT entered into an Agreement and
Plan of Merger, dated as of September 15, 1999 (the "Merger Agreement"),
pursuant to which, among other things, HT would merge with and into Merger Sub,
with Merger Sub as the surviving corporation (the "Merger"). The total
consideration for the acquisition of HT is approximately $45 million payable in
a combination of cash and shares of common stock, par value $.01 per share, of
Freedom. At the closing of the Merger, HT, Freedom, the shareholders of HT and
an escrow agent will enter into an Escrow Agreement pursuant to which Freedom
will deposit approximately 6.6% of the purchase price into a fund as security
for the payment of certain indemnification obligations of HT's shareholders. The
Merger is intended to qualify as a tax-free reorganization under the Internal
Revenue Code of 1986, as amended.
Upon consummation of the Merger, Freedom will enter into employment agreements
with certain employees of HT and will establish an approximately $10 million
retention program designed to retain the HT employees. Following the Merger, HT
will operate as a subsidiary of Freedom.
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SIGNATURES
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 22, 1999
FREEDOM SECURITIES CORPORATION
By: /s/ John H. Goldsmith
Name: John H. Goldsmith
Title: Chief Executive Officer
