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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. 1)
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
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CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
- --------------------- --------------------
$113,004,010 $22,600.80*
* 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.
|_| 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: |_|
Page 1 of 3 Pages
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO ("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. 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, or any higher price that may be paid per Share in the
Offer, 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).
ITEM 4. TERMS OF THE TRANSACTION.
(a) The response to Item 7(a) is hereby amended and supplemented as
follows:
The last paragraph under Section 16--"Certain Conditions of the
Offer" contained in the Offer to Purchase is deleted in its entirety and
replaced with the following language:
"The conditions set forth above (other than the Minimum
Condition) are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of any circumstances giving rise
to any condition and may be waived (other than the Minimum
Condition) by Purchaser, in whole or in part, at any time and
from time to time, in the sole discretion of Purchaser; provided
that the determination of the satisfaction or waiver of all
conditions, other than those involving receipt of government
approvals, will be made on or before the Expiration Date. The
failure by Parent or Purchaser (or any affiliate of Purchaser) at
any time to exercise any of the foregoing rights will not be
deemed a waiver of any right and each right will be deemed an
ongoing right which may be asserted at any time and from time to
time as set forth in the immediately preceding sentence."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The response to Item 4(a) is hereby amended and supplemented as
follows:
The following language is hereby added to the end of the sole
paragraph under Section 10--"Source and Amount of Funds" contained in
the Offer to Purchase:
"No alternate financing plans exist."
ITEM 11. ADDITIONAL INFORMATION.
(a) The response to Item 11(a) is hereby amended and supplemented by the
addition of the following language:
"On April 10, 2000 early termination of the 15-day waiting
period applicable to the Offer under the HSR Act, was granted by
the FTC. Early termination or expiration of the waiting period
under the HSR Act was a condition to the Offer, and such
condition has now been satisfied."
Page 2 of 3 Pages
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SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 12, 2000
PRISM ACQUISITION SUBSIDIARY, INC.
By: /s/ ROBERT K. HORTON
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Name: Robert K. Horton
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ ROBERT K. HORTON
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Name: Robert K. Horton
Title: Senior Vice President
By: /s/ JAMES T. RAGER
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Name: James T. Rager
Title: Vice Chairman, Personal and
Commercial Banking
Page 3 of 3 Pages
