SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
February 5, 1998
Dain Rauscher Corporation
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation of organization)
1-8186 41-1228350
(Commission File Number) (IRS Employer
Identification Number)
Dain Rauscher Plaza, 60 South Sixth Street,
Minneapolis, Minnesota 55402-4422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 371-7750
<PAGE>
Item 5. OTHER EVENTS
Reference is made to Exhibits 99.1 and 99.2 filed herewith.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release announcing increase in registrant's
regular quarterly cash dividend from $.18 to $.22 per share.
Exhibit 99.2 Press release announcing acquisition of Wessels,
Arnold & Henderson, LLC.
<PAGE>
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 thereunto duly authorized.
DAIN RAUSCHER CORPORATION
Registrant
Date: February 9, 1998 By John C. Appel
-------------------
John C. Appel
Vice Chairman and Chief
Financial Officer
<PAGE>
DAIN RAUSCHER CORPORATION
INDEX OF EXHIBITS
Exhibit No.
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99.1 Press release announcing increase in registrant's
regular quarterly cash dividend from $.18 to $.22
per share.
99.2 Press release announcing acquisition of Wessels,
Arnold & Henderson, LLC.
Exhibit 99.1
DAIN RAUSCHER BOARD INCREASES
ANNUAL DIVIDEND 22% to 88 CENTS
MINNEAPOLIS (Feb. 5, 1998) -- The board of directors of Dain
Rauscher Corporation (NYSE: DRC), parent company of full-service
regional securities firm Dain Rauscher Incorporated, today
authorized a 22-percent increase in the annual dividend to 88
cents per share. The board, which one year ago authorized a 20-
percent increase to 72 cents, took the action consistent with the
firm's strong performance and future prospects.
The first quarterly cash dividend of 22 cents per share is
payable on March 17 to shareholders of record at the close of
business on March 3.
Dain Rauscher currently has 12,299,447 shares of common stock
outstanding.
Dain Rauscher Corporation, formerly Interra Financial, is the
nation's 10th largest full-service securities firm with 1,270
private client and institutional investment executives and 3,500
employees. Founded in 1909, the Minneapolis-based securities firm
serves individual investors predominately in the western half of
the United States, and capital markets and correspondent clients
in select markets throughout the nation. The company's broker-
dealer, Dain Rauscher Incorporated, is a member of the New York
Stock Exchange and other major securities exchanges, as well as
the Securities Investor Protection Corp. The company's common
stock now trades on the NYSE under the symbol DRC (formerly IFI).
Its headquarters are at Dain Rauscher Plaza, 60 S. Sixth St.,
Minneapolis, Minnesota, 55402-4422.
CONTACTS: Media -- Jennifer Driscoll (612) 373-1647, or
[email protected]
Investors -- Neal St. Anthony (612) 371-2934, or
[email protected]
Exhibit 99.2
DAIN RAUSCHER TO ACQUIRE WESSELS, ARNOLD & HENDERSON, LLC
Combination Enhances Firm's Equity Capital Markets Prowess
MINNEAPOLIS (Feb. 9, 1998) - The board of directors of Dain
Rauscher Corporation (NYSE: DRC), parent of Dain Rauscher
Incorporated, the nation's 10th largest full-service brokerage
and investment banking firm, has approved the acquisition of
Wessels, Arnold & Henderson, LLC, a privately held investment
banking and institutional brokerage firm based in Minneapolis.
The nominal purchase price of $150 million includes $120 million
in cash plus up to $30 million in five-year, subordinated debentures,
as well as a retention and guarantee pool of an undisclosed amount. The
purchase price represents 13.6 times estimated 1998 earnings.
The after-tax present value of the transaction of $119 million
represents 10.8 times estimated 1998 earnings. Dain Rauscher
expects the acquisition to have minimal impact on 1998 earnings
with the exception of a one-time restructuring charge of $10-$15
million, and expects the combination to be accretive to earnings
in the first full calendar year of operation.
The transaction, which is expected to be completed on March 31,
pending regulatory approval, would significantly increase Dain
Rauscher's equity investment banking operations. The two firms lead-
or co-managed a combined total of 260 corporate finance
transactions valued at $17.4 billion from 1995 through 1997.
Wessels, Arnold & Henderson provides investment banking and
institutional brokerage services to corporations nationwide
through offices in Minneapolis and Palo Alto, Calif. The company
underwrote 78 transactions worth a total of $4.4 billion from
1995 through 1997. It completed 11 mergers and acquisitions
worth $3.2 billion in the same period.
"Dain Rauscher and Wessels make a powerful combination," said
Irving Weiser, Dain Rauscher chairman and CEO. "Wessels is one
of the most highly successful investment banks in the healthcare
and technology sectors, in addition to selected consumer
sectors, while Dain Rauscher is a leader in energy, financial
services and healthcare, as well as other consumer sectors. We
currently have the largest municipal finance operation west of
Wall Street, and with this transaction we'll have a more
formidable corporate finance operation as well."
"We're particularly excited about helping Wessels bring its
investment opportunities to individual investors through Dain
Rauscher's Private Client Group, which has a leading market share
in many key western cities," said Ronald A. Tschetter,
senior executive vice president and director of Dain Rauscher's
Private Client Group. "Their Palo Alto presence also
will strengthen our expansion into California, where we have a
strong public finance presence and plan to open several brokerage
offices in 1998."
William A. Johnstone, vice chairman of Dain Rauscher, and
Kenneth J. Wessels, who is CEO and a founder of Wessels, Arnold &
Henderson, will lead a transition team to effect the combination.
Under the agreement, Wessels also would become a member of Dain
Rauscher's board of directors and head of Dain Rauscher's Equity
Capital Markets Group, which includes corporate finance, equity
research, institutional sales, equity trading and syndicate. The
group will be called the Dain Rauscher Wessels division of
Dain Rauscher.
Wessels, 55, previously was with Piper Jaffray from 1977 to
1986, serving as executive vice president and a member of the
company's board of directors. Before that, he was a partner at
the former Robertson, Colman, Siebel & Weisel, an institutional
investment banking firm in San Francisco. He is a past chairman
of the board of governors of the NASD and past governor of the
Security Traders Association. He has served on various NASD and
other industry committees. He has a bachelor's degree in
business administration from the University of Missouri.
"The similarity of our cultures and business
strategies, combined with the additional resources Dain Rauscher
brings as a full-service securities firm, made this combination
extremely attractive to our firm," Wessels said.
"Moreover, we think it will allow us to offer our clients broader
and deeper industry coverage, as well as a more complete product
line."
"The combination will strengthen our competitive position
throughout our territory," added Tschetter. "It also will improve
our ability to attract and retain top talent throughout the enterprise."
Wessels, Arnold & Henderson, LLC, is a leading investment
banking and institutional brokerage firm with 160 employees and
average annual revenues of approximately $82 million over the
past two years. Founded in 1986, the privately held company is
headquartered at 601 Second Ave. S., Minneapolis.
Dain Rauscher Corporation, formerly Interra Financial, is the
nation's 10th largest full-service securities firm with 1,270
private client and institutional investment executives and 3,500
employees. Founded in 1909, the Minneapolis-based firm serves
individual investors predominantly in the western half of the
United States, and capital markets and correspondent clients in
select markets nationwide. The company's broker-dealer, Dain
Rauscher Incorporated, is a member of the New York Stock Exchange
and other major securities exchanges as well as the Securities
Investor Protection Corp. The company's common stock now trades
on the NYSE under the symbol DRC (formerly IFI). Its
headquarters are at Dain Rauscher Plaza, 60 S. Sixth St.,
Minneapolis, MN 55402-4422.
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CONTACTS: MEDIA: Jennifer Driscoll, (612) 373-1647, or
[email protected]
INVESTORS: Neal St. Anthony, (612) 371-2934 or
[email protected]
