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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
PRISM FINANCIAL CORPORATION
(Name of Subject Company (Issuer))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(including associated Rights)
(Title of Class of Securities)
74264Q 10 8
(CUSIP Number of Class of Securities)
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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)
--------------------------
April 25, 2000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
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SCHEDULE 13D
CUSIP NO. 74264Q 10 8 Page 2 of 4 Pages
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<TABLE>
<CAPTION>
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<S> <C> <C>
1. NAME OF REPORTING PERSON: Royal Bank of Canada
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS:
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
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NUMBER OF 7. SOLE VOTING POWER:
See Item 5
SHARES -------------------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY 0
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
See Item 5
REPORTING -------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
PERSON WITH 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: See Item 5
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 100.0%
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14. TYPE OF REPORTING PERSON: BK
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</TABLE>
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SCHEDULE 13D
CUSIP NO. 74264Q 10 8 Page 3 of 4 Pages
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This Amendment No. 2, constituting the final amendment, (this
"Amendment"), amends and supplements the statement on Schedule 13D 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 20, 2000, as amended by Amendment No. 2 to Schedule TO,
filed on April 20, 2000 (as so amended, the "Schedule 13D"). The Schedule 13D
relates to the common stock, par value $.01 per share (the "Common Stock")
together with associated rights to purchase preferred stock ("Rights," the
Common Stock and the Rights, herein collectively, the "Shares") of Prism
Financial Corporation, a Delaware corporation (the "Company").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is hereby amended and supplemented by
the addition of the following language:
"Parent acquired all of the issued and outstanding Shares of
the Company pursuant to the Offer and the Merger with funds
from its working capital for an aggregate amount of
$110,851,875. In accordance with the Merger Agreement, at
the Effective Time, Parent also paid $719,812.50 to certain
holders of Company Stock Options."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is hereby amended and supplemented by
the addition of the following language:
(a)-(c) "On April 25, 2000, pursuant to the terms and
conditions of the Merger Agreement, Purchaser was
merged with and into the Company, such that the
Company became a wholly owned, indirect subsidiary
of Parent. At the Effective Time, each Share
issued and outstanding immediately prior to the
Effective Time (excluding (i) Shares held by any
of the Company's subsidiaries, (ii) Shares held by
Parent, Purchaser or any other subsidiary of
Parent, and (iii) Shares held by stockholders who
perfect their appraisal rights under the DGCL),
was, by virtue of the Merger, converted into and
became the right to receive the Cash Merger
Consideration. Each Share held by Parent,
Purchaser or any subsidiary of Parent, Purchaser
or the Company immediately prior to the Effective
Time, was, by virtue of the Merger, canceled and
retired and ceased to exist without any payment
being made with respect thereto. At the Effective
Time, each share of common stock of Purchaser
issued and outstanding immediately prior to the
Effective Time was converted into and became one
validly issued, fully paid and nonassessable share
of common stock of the Surviving Corporation."
(d) "No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
the Shares of the Company."
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SCHEDULE 13D
CUSIP NO. 74264Q 10 8 Page 4 of 4 Pages
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SIGNATURE
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After reasonable 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 as of April 27, 2000
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
