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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2000
KINNARD INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-9377 41-0972952
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
920 Second Avenue South
Minneapolis, Minnesota 55402
(Address of principal executive offices)
(612) 370-2700
(Registrant's telephone number, including area code)
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Items 1-4. Not Applicable.
Item 5. OTHER EVENTS.
On June 6, 2000, Kinnard Investments, Inc., a Minnesota corporation
(the "Company"), and Stockwalk.com Group, Inc., a Minnesota corporation
("Stockwalk"), and R.J. Steichen & Company issued a combined press release (the
"Press Release") announcing that they will combine their securities brokerage
and investment banking firms under the Stockwalk.com Group holding company. The
Company and Stockwalk entered into an Agreement and Plan of Merger, dated as of
June 5, 2000 (the "Merger Agreement"), by and among the Company, Stockwalk and
an indirect subsidiary of Stockwalk ("MergerCo"). Upon the terms and subject to
the conditions set forth in the Merger Agreement, the Company will merge with
and into MergerCo (the "Merger") and each share of common stock of the Company,
par value $.01 per share (the "Shares"), excluding shares held by Stockwalk,
MergerCo or any their affiliates and Dissenting Shares (as such term is defined
in the Merger Agreement), will be converted into the right to receive (i) $6.00
in cash, without interest and (ii) one-half share of Stockwalk's common stock,
$.04 par value per share, subject to adjustment as set forth in Section 3.1(c)
of the Merger Agreement. Copies of the Merger Agreement and the Press Release
are attached as Exhibits 2 and 99 hereto, respectively. The foregoing
description of the Merger Agreement is qualified in its entirety by reference to
the specific terms and conditions of the Merger Agreement which are incorporated
by reference to Exhibit 2 hereto, including that the Merger Agreement is
conditioned upon being duly adopted by the requisite vote of the holders of
outstanding shares of the Company's common stock entitled to vote thereon.
FORWARD LOOKING INFORMATION
Exhibit 99 hereto contains certain forward-looking statements within
the context of the Private Securities Litigation Reform Act of 1995. These
statements involve certain risks and uncertainties that could cause actual
results to differ materially from such statements. These potential risks and
uncertainties include, among other factors, (i) the volatile nature of financial
markets and the securities industry, (ii) rapidly growing competition in the
financial services industry, (iii) dependence on and competition for experienced
personnel, (iv) federal and state regulatory and legislative changes and (v)
risks associated with mergers, acquisitions and significant transactions
generally.
Item 6. Not Applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)-(b) Not Applicable.
(c) Exhibits
2 Agreement and Plan of Merger, dated June 5, 2000,
among the Company, Stockwalk.com Group, Inc. and SW
Acquisition, Inc.
2
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99 Combined Press Release dated June 6, 2000, of the
Company, Stockwalk.com Group, Inc. and R.J. Steichen
& Company announcing the combination of their
securities brokerage and investment banking firms.
Item 8. Not Applicable
3
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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.
KINNARD INVESTMENTS, INC.
Date: June 7, 2000 By: /s/ William F. Farley
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William F. Farley
Chairman and
Chief Executive Officer
4
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
2 Agreement and Plan of Merger, dated June 5, 2000, among Electronic Transmission
the Company, Stockwalk and MergerCo.
99 Combined Press Release dated June 6, 2000, of the Electronic Transmission
Company, Stockwalk.com Group, Inc. and R.J. Stiechen &
Company announcing the combination of their securities
brokerage and investment banking firms.
</TABLE>
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