<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) OR 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
PRISM FINANCIAL CORPORATION
(Name of Subject Company (issuer))
PRISM ACQUISITION SUBSIDIARY, INC.
ROYAL BANK OF CANADA
(Name of Filing Persons (offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(including associated Rights)
(Title of Class of Securities)
74264Q 10 8
(CUSIP Number of Class of Securities)
--------------------------
ROBERT K. HORTON
SENIOR VICE PRESIDENT
ROYAL BANK OF CANADA
200 BAY STREET
TORONTO, ONTARIO
CANADA M5J 2J5
(416) 974-5151
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
--------------------------
COPY TO:
STEPHANIE TSACOUMIS, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVE., N.W.
WASHINGTON, D.C. 20036
(202) 955-8277
---------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
<S> <C>
TRANSACTION VALUATION AMOUNT OF FILING FEE
- --------------------------------- ---------------------------------
$113,004,010 $22,600.80*
</TABLE>
* Amount previously paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $22,600.80
Form or Registration No.: Schedule TO: File No. 005-57655
Filing Parties: Royal Bank of Canada; Prism Acquisition Subsidiary, Inc.
Date Filed: March 22, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [x]
Page 1 of 10 Pages
<PAGE> 2
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
CUSIP NO. 74264Q 10 8 SCHEDULE 13D
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. NAME OF REPORTING PERSON: Royal Bank of Canada
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
- --------------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
WC
- --------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
- --------------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 14,428,412(1)
---------------------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY 0
---------------------------------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 14,428,412(1)
---------------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER:
0
- --------------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 14,428,412(1)
- --------------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
- -------------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 97.6%(1)(2)
- --------------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: BK
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 41,931 shares subject to guarantee of delivery.
(2) Based on 14,780,250 shares outstanding at April 19, 2000, as
reported to Royal Bank of Canada and Prism Acquisition Subsidiary, Inc.
by the transfer agent of the Issuer.
Page 2 of 10 Pages
<PAGE> 3
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
CUSIP NO. 74264Q 10 8 SCHEDULE 13D
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. NAME OF REPORTING PERSON: Prism Acquisition Subsidiary,
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Inc.
- ---------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
AF
- ---------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
- ---------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF 14,428,412(1)
----------------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER:
BENEFICIALLY 0
----------------------------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 14,428,412(1)
----------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER:
0
- ---------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 14,428,412(1)
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
- ---------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 97.6%(1)(2)
- ---------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 41,931 shares subject to guarantee of delivery.
(2) Based on 14,780,250 shares outstanding at April 19, 2000, as
reported to Royal Bank of Canada and Prism Acquisition Subsidiary, Inc. by the
transfer agent of the Issuer.
Page 3 of 10 Pages
<PAGE> 4
SCHEDULE TO
This Amendment No. 2, constituting the final amendment (this
"Amendment"), amends and supplements the Tender Offer Statement on Schedule TO
filed by Royal Bank of Canada, a Canadian commercial bank ("Parent"), and Prism
Acquisition Subsidiary, Inc. (formerly, Rainbow Acquisition Subsidiary, Inc.), a
Delaware corporation and a wholly owned, indirect subsidiary of Parent
("Purchaser"), on March 22, 2000, as amended by Amendment No.1 thereto filed
April 13, 2000 (as so amended, the "Schedule TO"). The Schedule TO relates to
the third party tender offer (the "Offer") by Purchaser to purchase all of the
issued and outstanding shares of common stock, par value $.01 per share (the
"Common Stock") of Prism Financial Corporation, a Delaware corporation (the
"Company"), together with the associated rights to purchase preferred stock
issued pursuant to the Rights Agreement dated as of January 27, 2000 between the
Company and LaSalle Bank National Association (the "Rights" and, together with
the Common Stock, the "Shares"), at a price of $7.50 per Share (such amount, the
"Per Share Amount"), net to the seller in cash, less any required withholding of
taxes and without the payment of any interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 22, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO (and
which, together with any amendments or supplements thereto, constitute the
"Offer").
This Amendment also amends the statement on Schedule 13D filed by
Parent and Purchaser with the Securities and Exchange Commission on March 20,
2000 with respect to the beneficial ownership of certain Shares (the "Schedule
13D"). The Schedule 13D is incorporated herein by reference. Schedule I to the
Schedule 13D is hereby deleted and amended and restated in its entirety to read
as set forth in Schedule I to this Amendment.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The responses to Item 8 of the Schedule TO and Item 5(a) and (b) of
the Schedule 13D are hereby amended and supplemented by the addition of the
following:
The Offer expired, as scheduled, at 12:00 midnight, New York
City time, on April 19, 2000. Based on information provided by the Depositary,
approximately 14,428,412 Shares were validly tendered and not withdrawn pursuant
to the Offer (of which 41,931 are subject to guarantee of delivery), which
together represent approximately 97.6% of the issued and outstanding Shares.
Purchaser has accepted for payment all such Shares.
ITEM 12. EXHIBITS.
The response to Item 12 of the Schedule TO is hereby amended and
supplemented by the addition of the following:
Exhibit(a)(9) Press release issued by Parent on April 20, 2000.
Page 4 of 10 Pages
<PAGE> 5
SIGNATURE
After due inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: April 20, 2000
PRISM ACQUISITION SUBSIDIARY, INC.
By: /s/ ROBERT K. HORTON
--------------------------------------
Name: Robert K. Horton
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ ROBERT K. HORTON
--------------------------------------
Name: Robert K. Horton
Title: Senior Vice President
By: /s/ JAMES T. RAGER
--------------------------------------
Name: James T. Rager
Title: Vice Chairman, Personal and
Commercial Banking
Page 5 of 10 Pages
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
(a)(1) Offer to Purchase, dated March 22, 2000.*
(a)(2) Letter of Transmittal, dated March 22, 2000.*
(a)(3) Notice of Guaranteed Delivery, dated March 22, 2000.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated March 22, 2000.*
(a)(5) Letter to Clients, dated March 22, 2000.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Press releases issued by Parent and the Company on March 10 and
March 14, 2000.**
(a)(8) Summary advertisement dated March 22, 2000.*
(a)(9) Press release issued by Parent on April 20, 2000.
(b) None.
(d)(1) Merger Agreement, dated as of March 10, 2000, among Parent, the
Company and Purchaser.*
(d)(2) Letter Agreement between Parent and the Company, dated as of
January 31, 2000.*
(d)(3) Stockholders' Agreement, dated as of March 10, 2000, by and among
Parent, Purchaser and the stockholders of the Company listed on
Schedule I thereto.*
(d)(4) Employment Agreement, dated as of March 10, 2000, by and among the
Company, Mark A. Filler and Parent.*
(d)(5) Employment Agreement, dated as of March 10, 2000, by and among the
Company, David A. Fisher and Parent.*
(d)(6) Employment Agreement, dated as of March 10, 2000, by and among the
Company, Eric A. Gurry and Parent.*
(g) None.
(h) None.
</TABLE>
- -----------------------------
* Incorporated by reference to the Schedule TO filed with the
Securities Exchange Commission by Parent and Purchaser on March 22,
2000.
** Incorporated by reference to the Schedule TO relating solely to
preliminary communications made before the commencement of a tender
offer filed with the Securities Exchange Commission by Parent and
Purchaser on March 14, 2000.
Page 6 of 10 Pages
<PAGE> 1
EXHIBIT (a)(9)
ROYAL BANK RECEIVES REGULATORY APPROVALS
FOR PURCHASE OF PRISM FINANCIAL CORPORATION
TORONTO, April 20, 2000 - Royal Bank of Canada announced today that it has
received all required regulatory approvals in both Canada and the United States
to proceed with its purchase of Prism Financial Corporation (NASDAQ: PRFN). The
bank also announced the results of its cash tender offer to purchase all
outstanding shares of Prism Financial Corporation.
Based on information provided by LaSalle Bank National Association, acting
as Depositary, approximately 14,424,332 shares of Prism Financial Corporation,
representing approximately 97.6 per cent of all outstanding shares, were validly
tendered and not withdrawn as of 5:00 p.m. on the expiration date of the offer
(including 37,851 shares subject to guarantee of delivery), all of which will be
accepted. The tender offer expired, as scheduled, at 12:00 midnight EST on April
19, 2000. Payment for shares properly tendered and accepted will be made as
promptly as practical and, in the case of shares tendered by guaranteed delivery
procedures, promptly after delivery of shares and required documentation.
Prism Acquisition Subsidiary, Inc., a wholly owned, indirect subsidiary of
Royal Bank of Canada, will acquire the remaining shares of Prism Financial
Corporation in a merger in which each share of common stock will be converted
into the right to receive $7.50 in cash, the same consideration paid for shares
in the offer, subject to appraisal rights, following which Prism Financial
Corporation will become a wholly owned, indirect subsidiary of Royal Bank of
Canada.
Following the completion of the acquisition, Prism Financial Corporation
will operate as a stand-alone business unit under existing management, and will
continue to offer its strong value proposition to clients. Prism's customers
will also benefit from access to Royal Bank's suite of services in the United
States through Atlanta-based Security First Network Bank, the world's first and
#1 rated Internet bank, and Bull & Bear Securities, a discount brokerage
operation based in New York.
Prism Financial Corporation is a leading national retail mortgage based
company that originated approximately US$8 billion in loans in 1999. Based in
Chicago, Prism is licensed nationally, with more than 1,100 loan officers in 27
states. Prism operates through more than 150 retail branches as well as through
partnerships with major Internet companies. Prism's common stock trades on
NASDAQ under the ticker symbol PRFN.
Royal Bank of Canada (RY) is a diversified global financial services group
and a leading provider of personal and commercial banking, investment and trust
services, insurance, corporate and investment banking, on-line banking and
transaction-based services including custody. The group's main business units
include Royal Bank, RBC Dominion Securities, Royal Investment Services, RBC
Insurance and Global Integrated Solutions. The group has 50,000 employees who
serve 10 million personal, business and public sector customers in 30 countries.
For more information, visit Royal Bank's Web site at www.royalbank.com.
FOR FURTHER INFORMATION, CONTACT:
Joe Konecny, Media Relations, Royal Bank, (416) 974-4794
Nabanita Merchant, Investor Relations, Royal Bank, (416) 955-7803
Lisa Morrell, Media Relations, Prism Financial Corporation, (312) 410-8662
NOTE TO EDITORS: For other news tips and tools visit NewsRoom at
www.royalbank.com/newsroom. Royal Bank's new Web site is a one-stop source for
news, commentary and downloadable materials about the bank and its member
companies.
Page 7 of 10 Pages
<PAGE> 2
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 74264Q 10 8
- --------------------------------------------------------------------------------
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER
1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
The following table sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
Parent. Unless otherwise indicated below, each occupation set forth opposite
each person refers to employment with Parent. Unless otherwise indicated, the
business address of each such person is c/o Parent at 200 Bay Street, Toronto,
Ontario, Canada, M5J 2J5 and each such person is a citizen of Canada.
<TABLE>
<CAPTION>
DIRECTORS PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- --------- -------------------------------------------------------------
<S> <C>
John E. Cleghhorn Chairman and Chief Executive Officer, Royal Bank of Canada
George A. Cohon Founder and Senior Chairman, McDonald's Restaurants of Canada Limited
McDonald's Place
Toronto, Ontario
M3C 3L4 Canada
G.N. (Mel) Cooper Chairman and Chief Executive Officer, Seacoast Communications Group Inc.
825 Broughton Street
Victoria, British Columbia
V8W 1E5 Canada
John T. Ferguson Chairman of the Board, Princeton Developments Ltd.
Suite 1400 Chairman and Chief Executive Officer, Princeton Developments Ltd. (prior to September
9915-108 Street 1998)
Edmonton, Alberta President and Chief Executive Officer, Princeton Developments Ltd. (prior to April 1996)
T5K 2G8 Canada
L. Yves Fortier Chairman, Ogilvy Renault
1981 McGill College Avenue
Montreal, Quebec
H3A 3C1 Canada
The Hon. Marie Gilberte Senior Partner, Desjardins Ducharme Stein Monast
Paule Gauthier
Bureau 300
1150 de Claire-Fontaine
Quebec, Quebec
G1R 5G4 Canada
J.M. Edward Newall Chairman of the Board, NOVA Chemicals Corporation
Newall and Associates Vice President and Chief Executive Officer, NOVA Corporation (now NOVA Chemicals
#2015 Bankers Hall Corporation) (prior to July 1998)
855 2nd Street S.W.
Calgary, Alberta
T2P 4J7 Canada
</TABLE>
Page 8 of 10 Pages
<PAGE> 3
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 74264Q 10 8
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- --------- -------------------------------------------------------------
<S> <C>
David P. O'Brien Chairman, President and Chief Executive Officer, Canadian Pacific Limited
1800 Bankers Hall East, President and Chief Operating Officer, Canadian Pacific Limited (prior to May 1996)
855-2nd St. S.W.
Calgary, Alberta
T2P 4Z5 Canada
Robert B. Peterson Chairman, President and Chief Executive Officer, Imperial Oil Limited
111 St. Clair Avenue West
Toronto, Ontario
M4V 1N5 Canada
Kenneth C. Rowe Chairman and Chief Executive Officer, I.M.P. Group International Inc.
Suite 400 President, I.M.P. Group International Inc. (prior to July 1997)
2651 Dutch Village Road
Halifax, Nova Scotia
B3L 4T1 Canada
Joseph Guy Saint-Pierre Chairman of the Board, SNC-Lavalin Group Inc.
455 Rene-Levesque Blvd. West President and Chief Executive Officer, SNC-Lavalin Group Inc. (prior to May 1996)
Montreal, Quebec
H2Z 1Z3 Canada
Robert T. Stewart R.T. Stewart & Associates
24th Floor
1111 West Georgia Street
Vancouver, British Columbia
V6E 4M4 Canada
Allan R. Taylor Retired Chairman and Chief Executive Officer, Royal Bank of Canada
Suite 1835-North Tower
Royal Bank Plaza
Toronto, Ontario
M5J 2J5 Canada
Margaret Sheelagh D. Whittaker Chair, President and Chief Executive Officer, EDS Systemhouse Inc.
6th Floor Inc. President and Chief Executive Officer, EDS Canada (now EDS Systemhouse Inc.)
33 Yonge Street (prior to April 1998)
Toronto, Ontario
M5E 1G4 Canada
Victor L. Young Chairman and Chief Executive Officer, Fishery Products International Limited
70 O'Leary Avenue
St. John's, Newfoundland
A1C 5L1 Canada
EXECUTIVE OFFICERS PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------ -------------------------------------------------------------
John E. Cleghorn Chairman and Chief Executive Officer
Gordon J. Feeney Deputy Chairman
Anthony S. Fell Deputy Chairman
Chairman, RBC Dominion Securities, Inc.
Peter W. Currie Vice-Chairman and Chief Financial Officer
Senior Vice-President & Chief Financial Officer, Northern Telecom Limited, Brampton
(prior to April 1997)
</TABLE>
Page 9 of 10 Pages
<PAGE> 4
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO. 74264Q 10 8
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------ ------------------------------------------------------------
<S> <C>
Suzanne B. Labarge Vice-Chairman and Chief Risk Officer
Deputy Superintendent, Deposit-Taking Institutions Sector, Office of the Superintendent of
Financial Institutions, Ottawa (prior to April 1995)
Martin J. Lippert Vice-Chairman and Chief Information Officer
Executive Vice President, Information Management & Research Development, Mellon
Bank Corporation, Pittsburgh, Pennsylvania (prior to August 1997)
W. Reay Mackay Vice-Chairman, Wealth Management
Chairman and Chief Executive Officer, Royal Trust
James T. Rager Vice-Chairman, Personal & Commercial Banking
Citizenship:
United States
Gordon M. Nixon Deputy Chairman and Chief Executive Officer, RBC Dominion Securities, Inc.
W. James Westlake President and Chief Executive Officer, RBC Insurance Holdings Inc.
</TABLE>
2. DIRECTOR AND EXECUTIVE OFFICERS OF PURCHASER
The following table sets forth the name and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
Purchaser. Unless otherwise indicated below, each occupation set forth opposite
each person refers to employment with Parent. Unless otherwise indicated, the
business address of each such person is c/o Parent at 200 Bay Street, Toronto,
Ontario, Canada, M5J 2J5 and each such person is a citizen of Canada.
<TABLE>
<CAPTION>
DIRECTOR AND
EXECUTIVE
OFFICERS PRESENT PRINCIPAL AND FIVE-YEAR EMPLOYMENT HISTORY
- -------------- --------------------------------------------------
<S> <C>
Robert K. Horton Director, Chief Executive Officer, Senior Vice President and Secretary/Treasurer,
Prism Acquisition Subsidiary, Inc.
Senior Vice President, Strategic Initiatives, Royal Bank of Canada
Timothy A. Prior President, Prism Acquisition Subsidiary, Inc.
Citizenship: Senior Manager, Strategic Initiatives, Royal Bank Financial Group
United Kingdom
</TABLE>
Page 10 of 10 Pages
