SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2000
Prism Financial Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26135 36-4279417
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
440 N. Orleans, Chicago, Illinois 60610
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (312) 494-0020
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Filed herewith as Exhibit 1 are joint press releases issued
by Prism Financial Corporation (the "Company") and Royal Bank of Canada
("Royal Bank") in connection with the announcement of the acquisition of
the Company by Royal Bank.
The tender offer referenced in the press releases filed herewith has
not yet commenced. All stockholders should read the solicitation/
recommendation statement concerning the tender offer that will be filed by
Prism Financial Corporation with the Securities and Exchange Commission (SEC)
and mailed to stockholders. The solicitation/recommendation statement will
contain important information about the tender offer. You will be able to
obtain the solicitation/recommendation statement, as well as other filings
containing information about Prism Financial Corporation and the tender offer,
without charge, at the SEC's web site (http//www.sec.gov). Copies of the
solicitation/recommendation statement will also be available, without charge,
upon request to Prism Financial Corporation, 440 N. Orleans, Chicago,
Illinois 60610, Attention: Corporate Secretary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1. Press releases issued by Prism Financial Corporation and
Royal Bank of Canada on March 14 and March 10, 2000.
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.
PRISM FINANCIAL CORPORATION
By: /s/ David A. Fisher
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Name: David A. Fisher
Title: Senior Vice President, Chief
Financial Officer and Secretary
Dated: March 15, 2000
EXHIBIT INDEX
Exhibit
Number Description
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1. Press releases issued by Prism Financial Corporation and Royal
Bank of Canada on March 14 and March 10, 2000.
EXHIBIT 1
FOR IMMEDIATE RELEASE
ROYAL BANK OF CANADA AND PRISM FINANCIAL CORPORATION
ANNOUNCED AGREEMENT FOR ACQUISITION OF PRISM FINANCIAL
CORPORATION
CHICAGO--March 14, 2000 - Royal Bank of Canada (NYSE, TSE:RY) and Prism
Financial Corporation (NASDAQ:PRFN) announced on Friday, March 10, that
they had entered into a definitive agreement for Royal Bank to acquire
Prism.
Royal Bank's cash offer to purchase all outstanding shares of Prism for
US$7.50 per share is valued at approximately US$115 million.
The terms of the agreement provide for Royal Bank to commence a cash tender
offer in the near future for all outstanding shares of Prism. The three
major stockholders, representing more than 60% of outstanding shares, and
key members of management, have agreed to tender their shares. The
transaction is subject to regulatory approvals.
All stockholders should read the tender offer statement concerning the
tender offer that will be filed by Royal Bank, and the
solicitation/recommendation statement that will be filed by Prism, with the
Securities and Exchange Commission (SEC) and mailed to stockholders. These
statements will contain important information that stockholders should
consider before making any decision regarding tendering their shares.
Stockholders will be able to obtain these statements, as well as other
filings containing information about Prism, without charge, at the SEC's
Internet site (www.sec.gov <http://www.sec.gov>). Filings containing
information about Royal Bank, without charge, at the Internet site of the
System for Electronic Document Analysis and Retrieval, developed by the
Canadian Securities Administrators (www.sedar.com <http://www.sedar.com>).
Copies of the tender offer and the solicitation/recommendation statements
and other SEC filings can also be obtained, without charge, from Royal
Bank's Corporate Secretary. In addition, copies of the
solicitation/recommendation may also be obtained without charge from
Prism's Corporate Secretary.
ABOUT ROYAL BANK OF CANADA
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, Global Integrated Solutions, Security
First Network Bank and Bull & Bear Securities. 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.
ABOUT PRISM FINANCIAL CORPORATION
Prism Financial Corporation is a leading national retail mortgage banking
company that originated approximately $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 Financial's
common stock trades on NASDAQ under the ticker symbol PRFN.
CONTACT:
Royal Bank Media Relations Prism Financial Corporation:
Jeff Keay, 416/974-5506 Lisa Morrell, Media Relations
or (312) 410-8662
Royal Bank Investor Relations David Fisher, Chief Financial Officer
Nabanita Merchant, 416/955-7803 (312) 410-8488
FOR IMMEDIATE RELEASE
ROYAL BANK OF CANADA MAKES OFFER
TO ACQUIRE PRISM FINANCIAL CORPORATION
A LEADING U.S. RETAIL MORTGAGE BANKING COMPANY
TO BECOME INDEPENDENT OPERATING UNIT OF ROYAL BANK
CHICAGO, MARCH 10, 2000 - Prism Financial Corporation (NASDAQ:PRFN) today
announced that it has agreed to be acquired by Royal Bank of Canada (NYSE,
TSE: RY). Royal Bank's cash offer to purchase all outstanding shares of
Prism for US$7.50 per share is valued at approximately US$115 million.
The terms of the agreement provide for Royal Bank to commence a
cash tender offer in the near future for all outstanding shares of Prism.
The three major stockholders, representing more than 60% of outstanding
shares, and key members of management, have agreed to tender their shares.
The transaction is subject to regulatory approvals.
Founded in 1992, Chicago-based Prism Financial Corporation is the
largest independent mortgage broker in the United States. The company
operates as both a mortgage banker -- underwriting, closing and funding
loans -- and as a mortgage broker -- selling the loan products of over 100
different lenders. Prism is one of the fastest growing mortgage originators
in the U.S. with total mortgage originations of nearly US$8 billion in
1999, up 53% from 1998. It is licensed nationally and has 2,000 employees
located in 27 states. Prism Financial Corporation operates through 159
retail branches and is a leader in e-commerce affinity marketing.
"The planned transaction will provide us with new business
opportunities through Royal Bank's extensive product portfolio, capital
resources and marketing expertise," said Mark Filler, President and CEO of
Prism Financial Corporation. "Our customers and employees will benefit from
our ability to offer additional innovative products and services and to
enhance our investment in technology and in ongoing retail growth."
"Royal Bank and Prism Financial Corporation are leading providers
of residential mortgages in their domestic markets," said John Cleghorn,
Chairman and Chief Executive Officer, Royal Bank of Canada. "This
acquisition will give us a distribution network in the U.S.
and continue to strengthen our online presence."
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.
Royal Bank intends to expand Prism's business by building on the
company's expertise in the mortgage origination business, its experience in
acquisitions, its talented employees and its established relationships with
leading Internet web sites and financial services companies.
"This deal fits nicely with our strategy of leveraging our
Canadian competencies on a niche basis in the United States to create
strong North American lines of business," added Mr. Cleghorn. "We want to
be among the leading North American banks in selected high-growth markets
and in selected business lines. Prism, with its mortgage expertise and
reputation, is a building block in implementing this strategy. We have
every confidence in the track record of Prism's management team to continue
its impressive growth."
"Royal Bank and Prism share a vision of ambitious growth in the
United States," Mr. Filler said. "We will contribute to Royal Bank's
expansion plans by aggressively pursuing our three-pronged strategy of
internal growth, selective acquisitions and Internet alliances. Through the
synergies between our two companies, we expect to be an even stronger
competitor. Our ability to leverage Royal Bank's lower cost of capital and
array of products will help fuel our growth, particularly in today's
challenging mortgage environment."
ABOUT ROYAL BANK OF CANADA
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, Global Integrated Solutions,
Security First Network Bank and Bull & Bear Securities. 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.
ABOUT PRISM FINANCIAL CORPORATION
Prism Financial Corporation is a leading national retail mortgage
banking company that originated approximately $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
Financial's common stock trades on NASDAQ under the ticker symbol PRFN.
SAFE HARBOR PROVISION
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. This business release
may contain forward-looking statements that reflect PRISM AND ROYAL BANK'S
current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and
uncertainties, including those identified below, which could cause future
results to differ materially from historical results or those anticipated.
The words "believe," "expect," "anticipate," "intend," "estimate," "goals,"
"would," "could," "should" and other expressions which indicate future
events and trends identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates, and if no date is provided, then such
statements speak only as of today. Neither Prism, nor Royal Bank,
undertakes any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The following factors, as well as those disclosed in each of
Prism and Royal Bank's prospectus filed with the Securities and Exchange
Commission, could cause future results and business plans to differ
materially from historical results and current plans: (1) the level of
demand for mortgage credit and ancillary services, which is affected by
such external factors as the level of interest rates; (2) the direction of
interest rates; (3) the relationship between mortgage interest rates and
the cost of funds; (4) federal and state regulation of mortgage banking,
Prism's ancillary service operations, and affordable housing and historic
tax credits; and (5) competition within the mortgage banking, affordable
housing and historic tax credits, and various ancillary service industries.
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FOR FURTHER INFORMATION:
Prism Financial Corporation, contact: Lisa Morrell, Media Relations
(312) 410-8662
David Fisher, CFO (312) 410-8488
Royal Bank Media Relations, contact Jeff Keay, (416) 974-5506
Royal Bank Investor Relations, contact: Nabanita Merchant, (416) 955-7803
