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): July 1, 1999
FREEDOM SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-13993 04-3335712
(State of (Commission File Number) (IRS Employer
Incorporation) 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 July 1, 1999, Freedom Securities Corporation ("Freedom"), a
Delaware corporation, Freedom Securities Holding Corporation ("Merger
Sub"), a Massachusetts corporation and wholly owned subsidiary of Freedom,
and Gibraltar Securities Co. ("Gibraltar"), a New Jersey corporation,
entered into an Agreement and Plan of Merger, dated July 1, 1999 (the
"Merger Agreement"), pursuant to which, among other things, Gibraltar would
merge with and into Merger Sub, with Merger Sub as the surviving
corporation (the "Merger"). The total consideration for the acquisition of
Gibraltar is approximately $40 million payable, based on certain elections
of the shareholders of Gibraltar, in a combination of cash (50%) and shares
of common stock (50%), par value $.01 per share, of Freedom (the "Freedom
Common Stock"). Simultaneously with the execution of the Merger Agreement,
Freedom, Merger Sub, Gibraltar and certain major shareholders of Gibraltar
entered into separate but substantially similar shareholder agreements (the
"Shareholder Agreements"), pursuant to which, among other things, each such
shareholder agreed to vote or cause to be voted all of such shareholder's
shares of Gibraltar Common Stock in favor of the adoption of the Merger
Agreement and in favor of any other matter necessary for the consummation
of the transactions contemplated by the Merger Agreement. Freedom has
agreed in the Shareholder Agreements to grant such shareholders certain
registration rights with respect to the shares of Freedom Common Stock they
will receive in the Merger. At the closing of the Merger, Gibraltar,
Freedom, a representative of the shareholders of Gibraltar, and an escrow
agent will enter into an Escrow Agreement pursuant to which Freedom will
deposit approximately 6.9% of the purchase price into a fund as security
for the payment of certain indemnification obligations of Gibraltar and
Gibraltar'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 Gibraltar and will establish an
approximately $6.75 million retention program designed to retain the
Gibraltar employees. Following the Merger, Gibraltar will operate as a
division of Freedom's Tucker Anthony subsidiary and Mark Whaley, President
of Gibraltar, will join Freedom's Board of Directors.
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: July 9, 1999
FREEDOM SECURITIES CORPORATION
By: /s/ John H. Goldsmith
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Name: John H. Goldsmith
Title: Chief Executive Officer
