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): April 20, 2000
Prism Financial Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26135 36-4279417
(Commission File Number) (IRS Employer Identification No.)
440 North Orleans, Chicago, Illinois 60610
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 494-0020
Not Applicable
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 20, 2000, Royal Bank of Canada, a Canadian commercial bank
("Parent"), through Prism Acquisition Subsidiary, Inc., a Delaware
corporation and a wholly owned indirect subsidiary of Parent ("Purchaser"),
accepted for purchase 14,428,412 shares of the common stock, par value $.01
per share (the "Common Stock"), of Prism Financial Corporation, a Delaware
corporation (the "Company"), together with associated preferred stock
purchase rights issued pursuant to the Rights Agreement, dated as of
January 27, 2000, between the Company and LaSalle Bank National
Association, as Rights Agent (the "Rights," and, together with the Common
Stock, the "Shares"), that had been validly tendered and not withdrawn
pursuant to Purchaser's tender offer for all of the outstanding Shares at
$7.50 per Share, net to the seller in cash (the "Offer"). The Offer was
made pursuant to a Merger Agreement (the "Merger Agreement"), dated as of
March 10, 2000, among the Company, Parent and Purchaser, which provides
for, among other things, the making of the Offer by Purchaser and,
following the consummation of the Offer, the merger of Purchaser with and
into the Company (the "Merger"), with the Company as the surviving
corporation in the Merger. The Shares purchased pursuant to the Offer
constitute approximately 97.6% of the Shares issued and outstanding. The
aggregate purchase price for the Shares purchased pursuant to the Offer was
$108,213,090. Purchaser obtained all funds needed for such purchase
through a capital contribution from Parent. Parent obtained such funds
from existing resources and internally generated funds.
On April 25, 2000, the merger provided for by the Merger Agreement
(the "Merger") became effective. Pursuant to the Merger, Shares which were
not validly tendered pursuant to the Offer and accepted for purchase by
Purchaser (and whose holders have not sought appraisal of their Shares in
accordance with applicable provisions of Delaware law) were converted into
the right to receive $7.50 per Share, net to the seller in cash, upon
delivery of appropriate documentation to the payment agent for the Offer.
As a result of the Merger, Parent owns 100% of the outstanding Shares of
the Company.
To the knowledge of the Company, except as set forth herein, there are
no arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a
further change in control of the Company.
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: April 27, 2000
PRISM FINANCIAL CORPORATION
By: /s/ Mark A. Filler
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Name: Mark A. Filler
Title: President and
Chief Executive Officer
