Filed by LaBranche & Co Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: ROBB PECK McCOOEY Financial Services, Inc.
Commission File No.
LABRANCHE & CO INC.
Executive Vice President of Finance
Harvey S. Traison
Senior Vice President & Chief
Investors: Gordon McCoun/Theresa Vogt
Media: Brian Maddox/Jonathan Teall
LABRANCHE & CO. REACHES DEFINITIVE AGREEMENT TO
ACQUIRE ROBB PECK MCCOOEY FINANCIAL SERVICES, INC.
-- TRANSACTION TO ADD 134 COMMON STOCK LISTINGS --
-- MARKET SHARE TO EXPAND TO 27% OF DOLLAR AND
SHARE VOLUME TRADED ON THE NYSE --
New York, New York, January 19, 2001 - LaBranche & Co Inc. (NYSE:LAB),
parent of one of the leading specialist firms on the New York Stock Exchange,
announced today that it has reached a definitive agreement to acquire ROBB PECK
MCCOOEY Financial Services, Inc., parent of ROBB PECK MCCOOEY Specialist
Corporation and ROBB PECK MCCOOEY Clearing Corporation. The transaction will
position LaBranche as the leading NYSE Specialist with 520 common stock listings
and 27% of the dollar and share volume traded on the NYSE.
The acquisition will add 134 NYSE common stock listings to LaBranche's
existing portfolio, including three components of the Dow Jones Industrial
Average and 24 components of the S&P 500. LaBranche's new listings will include
industry leaders such as Philip Morris, DuPont, Eastman Kodak, Bristol-Myers
Squibb, Wells Fargo, United Parcel Service and Nippon Telephone & Telegraph. In
addition, the transaction also will include ROBB PECK MCCOOEY' S 25% interest in
a joint specialist account with R. Adrian & Co., LLC and Freedom Specialist,
Inc., a subsidiary of Tucker Anthony Sutro, which acts as the NYSE Specialist
for 29 listed companies, including four S&P 500 stocks.
Under the terms of the merger agreement approved by both LaBranche's and
ROBB PECK MCCOOEY's respective Boards of Directors, the stockholders of ROBB
PECK MCCOOEY will receive approximately 6.9 million shares of LAB common stock
and shares of non-convertible preferred stock of LaBranche having a value
expected to be approximately $100 million. Currently outstanding options to
acquire shares of ROBB PECK MCCOOEY stock will be converted at the closing into
options to acquire approximately 2.8 million shares of LAB common stock.
The transaction is subject to customary closing conditions, regulatory
approvals and the approval of the stockholders of ROBB PECK MCCOOEY.
Michael LaBranche, Chairman and Chief Executive Officer of LaBranche,
stated, "We look forward to working with ROBB PECK MCCOOEY's Specialists and
their listed companies. We believe the utilization of our capital combined with
our trading expertise will increase our participation as
principal and enhance liquidity in our new Specialist stocks. In addition, we
are committed to growing ROBB PECK MCCOOEY's clearing business through new
technologies, linking customers to our markets."
Mr. LaBranche added, "We are confident that our experience integrating
acquisitions will enable us to provide increased services to our listed
companies while providing to them the best possible markets." LaBranche stated
that it expects this transaction to be accretive to earnings. Credit Suisse
First Boston acted as financial advisor to LaBranche on this transaction.
Founded in 1924, LaBranche is one of the leading Specialist firms on the
New York Stock Exchange in terms of capital, number of stocks traded, dollar
volume, and share volume. With 74 seats on the NYSE, the Company is the
Specialist for 386 issues, six of which are in the Dow Jones Industrial Average
and 68 of which are in the S&P 500.
CERTAIN STATEMENTS CONTAINED IN THIS RELEASE, INCLUDING WITHOUT LIMITATION,
STATEMENTS CONTAINING THE WORDS "BELIEVES ", "INTENDS", "EXPECTS",
"ANTICIPATES", AND WORDS OF SIMILAR IMPORT, CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. READERS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE, AND SINCE SUCH STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, THE ACTUAL RESULTS AND PERFORMANCE OF LABRANCHE AND THE INDUSTRY
MAY TURN OUT TO BE MATERIALLY DIFFERENT FROM THE RESULTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. GIVEN THESE UNCERTAINTIES, READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.
LABRANCHE ALSO DISCLAIMS ANY OBLIGATION TO UPDATE ITS VIEW OF ANY SUCH RISKS OR
UNCERTAINTIES OR TO PUBLICLY ANNOUNCE THE RESULT OF ANY REVISIONS TO THE
FORWARD-LOOKING STATEMENTS MADE IN THIS RELEASE.
IT IS EXPECTED THAT LABRANCHE WILL FILE A REGISTRATION STATEMENT ON SEC FORM S-4
IN CONNECTION WITH THE MERGER OF ROBB PECK MCCOOEY WITH AND INTO LABRANCHE, AND
THAT LABRANCHE WILL PROVIDE SECURITY HOLDERS OF ROBB PECK MCCOOEY WITH A
PROSPECTUS CONTAINING IMPORTANT INFORMATION ABOUT LABRANCHE, ROBB PECK MCCOOEY,
THE MERGER AND RELATED MATTERS. SECURITY HOLDERS OF ROBB PECK MCCOOEY ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROSPECTUS CAREFULLY WHEN THEY ARE
AVAILABLE. SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE
DOCUMENTS, ONCE AVAILABLE, AS WELL AS LABRANCHE'S OTHER SEC FILINGS, THROUGH THE
WEBSITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV. FREE COPIES OF THE
PROSPECTUS, ONCE AVAILABLE, AND LABRANCHE'S OTHER SEC FILINGS ALSO MAY BE
OBTAINED FROM LABRANCHE BY DIRECTING A REQUEST THROUGH THE INVESTORS RELATIONS
PORTION OF LABRANCHE'S WEBSITE AT HTTP://WWW.LABRANCHE.COM OR BY MAIL TO
LABRANCHE & CO INC., ONE EXCHANGE PLAZA, NEW YORK, NEW YORK 10006,
TELEPHONE: (212) 425-1144.
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