<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Section 240.14a-12
DAIN RAUSCHER CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
The Dain Rauscher
DIFFERENCE
[DAIN RAUSCHER LOGO]
<PAGE>
DAIN RAUSCHER & ROYAL BANK OF CANADA
ANNOUNCE ACQUISITION AGREEMENT
- Royal Bank of Canada and Dain Rauscher have announced an acquisition
agreement, pending regulatory approval
- Acquisition positions Dain Rauscher as Royal Bank's platform for growth
in the United States
[LOGO]
- Dain Rauscher management, organizational structure and strategies
remain largely in-tact
- Dain Rauscher benefits from Royal Bank's significant financial
resources
[DAIN RAUSCHER LOGO]
<PAGE>
ROYAL BANK OF CANADA:
A STRONG FIRM WITH COMPLEMENTARY STRENGTHS
- EXTENSIVE KNOWLEDGE OF INVESTMENT BANKING AND RETAIL BROKERAGE BUSINESS
- NO. 1 WEALTH MANAGEMENT ORGANIZATION IN CANADA; ranked No. 1 in
three businesses: full service brokerage, private banking and
investment management and trust
[LOGO]
- OWN LEADING CANADIAN INVESTMENT BANK, RBC DOMINION SECURITIES;
ranked No. 1 in corporate and investment banking in Canada, with
top-tier status in selected products globally
- STRONG BALANCE SHEET (AA- RATED)
- GROSS REVENUES of $7.9 billion (12 MONTHS ENDED ON JULY 31, 2000)
- NET INCOME of $1.4 billion for the same period
- A HIGHLY RESPECTED COMPANY
- CHOSEN AS CANADA'S MOST RESPECTED CORPORATION in poll of CEOs in
both 1995 and 1998
- EXCELLENT TECHNOLOGY - rated one of the top 100 in the world by CIO
MAGAZINE
- COMMITMENT TO COMMUNITY - Royal Bank donates more money to
charitable organizations than any other company in Canada
- CULTURE AND VALUES SIMILAR TO DAIN RAUSCHER'S
[DAIN RAUSCHER LOGO]
<PAGE>
DAIN RAUSCHER & ROYAL BANK OF CANADA:
HOW OUR PRIVATE CLIENT BUSINESSES COMPARE
DAIN RAUSCHER DOUBLES SIZE OF EXISTING ROYAL BANK PRIVATE CLIENT DIVISION (PCD)
<TABLE>
<CAPTION>
FINANCIAL (LAST 12 MONTHS, U.S. $ MM)(2) RY - PCD(1) DRC - PCG COMBINED
---------------------------------------- ----------- --------- --------
<S> <C> <C> <C>
Net revenues $674 $636 $1,310
Total expenses $533 $558 $1,091
Net income before taxes $141 $78 $219
OTHER
-----
Number of investment advisors 1,457 1,122 2,579
Assets under administration (U.S. $) $71BN $68BN $139BN
Number of brokerage offices 132 83 215
Relationships with active households 350,000 250,000 600,000
Number of active customers accounts 700,000 500,000 1,200,000
</TABLE>
- ROYAL BANK'S TOTAL WEALTH MANAGEMENT BUSINESS HAD REVENUES OF U.S. $1.6
BILLION IN THE LAST 12 MONTHS ENDED 7/31/00 AND ASSETS UNDER ADMINISTRATION
OF U.S. $165 BILLION
(1) Cdn. $1.00 = U.S. $ 0.679 for 12 months ended 07/31/00 and Cdn. $1.00 = U.S.
$ 0.673 at 07/31/00
(2) Adjusted to exclude non-recurring items, and for the 12 months ended
07/31/00 for RY and 06/30/00 for DRC
[DAIN RAUSCHER LOGO]
<PAGE>
DAIN RAUSCHER: THREE STRONG BUSINESS LINES,
ONE STRONG FIRM
PRIVATE CLIENT GROUP
- Approximately 1,100 investment executives
- $68 billion in client assets
- More than 80 offices in 23 states
- Successful correspondent business
AMONG TOP 3 MARKET SHARE IN NEARLY HALF OF OUR MARKETS
DAIN RAUSCHER
WESSELS -- EQUITY
CAPITAL MARKETS
- Expertise in Equity Research, Banking, M&A, Institutional Sales &
Trading
- 468 companies covered by Research
- Market maker in over 450 stocks
RANKED #1 IN AFTER-MARKET PERFORMANCE
FIXED INCOME CAPITAL MARKETS
- Expertise in Fixed Income Research, Banking, Sales & Trading
- Focus on middle market issues
- Carry up to $500 million in our bond inventory
TOP-10 POSITION NATIONALLY AS MANAGING UNDERWRITER
[DAIN RAUSCHER LOGO]
<PAGE>
THE DAIN RAUSCHER ADVANTAGE
RETAIN REGIONAL FIRM IDENTITY
WITH WORLD-CLASS PRODUCTS, SERVICES & TECHNOLOGY
ALL THE BENEFITS OF A SMALL COMPANY, WITHOUT SACRIFICING QUALITY OR SERVICE
OBJECTIVITY: NON-PROPRIETARY FOCUS; YOUR CLIENTS' NEEDS COME FIRST
ENTREPRENEURIAL: YOU HAVE FLEXIBILITY IN RUNNING YOUR BUSINESS
VALUE-ADDED SERVICES: WE SUPPORT YOUR NEEDS
ACCESSIBILITY: WE LISTEN TO YOU
[DAIN RAUSCHER LOGO]
<PAGE>
AT DAIN RAUSCHER, WE HELP YOU ACHIEVE
YOUR GOALS
- Our success is based on your success, which is why we've created a
"broker centric" strategy.
- Our focus is investing in and supporting your business, so you can
provide the best products and service to your clients.
[DAIN RAUSCHER LOGO]
<PAGE>
OUR APPROACH
FREEDOM AND FLEXIBILITY
We give you the freedom and flexibility to choose how to best meet your clients'
needs.
- No "Dain Rauscher" mutual funds
- Extensive research: DRW research, complemented by Goldman Sachs & CS
First Boston
- A single commission grid that is not differentiated by product
"OUR PHILOSOPHY IS TO HELP YOU PUT YOUR CLIENTS FIRST."
[DAIN RAUSCHER LOGO]
<PAGE>
WHAT WE OFFER
BREADTH & DEPTH OF PRODUCTS
Competitive Platform of Fee-based Products
CONSULTING SOLUTIONS
- Gives clients access to private account management from some of the
top institutional managers
- Clients with $100,000 get access to money managers that often have $1
million minimums
MANAGED ACCOUNT PROGRAM
- Provides open platform for existing manager/client relationships
- Rigorous research and analysis completed by PCS team
INVESTMENT CHOICE
- Unlimited investing for a single fee
FUND ADVISORY SERVICE
- Access to thousands of mutual funds from both load and no-load fund
families
- Quarterly performance reports
- In-depth fund research
PORTFOLIO FOCUS
- Discretionary, customized investment management account for an annual
fee (AVAILABLE TO QUALIFIED IES)
[DAIN RAUSCHER LOGO]
<PAGE>
WHAT WE OFFER
BREADTH & DEPTH OF PRODUCTS (CONTINUED)
Advanced Planning & Trust Products
CUSTOM PORTFOLIO PLANNING
- This asset allocation tool, which you can run off your own work
station, helps you match your clients' investments to their specific
needs and goals.
- A CPP report helps clients see their investments objectively.
- New, advanced financial planning software will be introduced soon.
TRUST & ESTATE PLANNING SERVICES
- Our partnership with Comerica enables you to provide comprehensive
trust management services through one of the most experienced,
respected trust institutions in the nation.
[DAIN RAUSCHER LOGO]
<PAGE>
WHAT WE OFFER
BREADTH & DEPTH OF PRODUCTS (CONTINUED)
Products We've Introduced or Enhanced In Past Few Years
- PREMIER CLIENT PROGRAM
- INVESTMENT ACCESS ACCOUNTS
- RETIREMENT SERVICES
- PLAN SOURCE
- INVESTMENT VIEW (HYSALES)
- ADVISORY REFERRAL PROGRAM
- NO FEE IRA
- EXPANDED MUTUAL FUNDS
- EXPANDED ANNUITIES
- ONLINE RESEARCH
PLUS, DAIN RAUSCHER IS A MEMBER OF SIPC WHICH PROTECTS CLIENTS OF ITS
MEMBERS IN LIQUIDATION UP TO $500,000 (LIMITED TO $100,000 FOR CASH).
CLIENTS COVERED BY SIPC ARE ALSO PROTECTED BY $150 MILLION OF ADDITIONAL
COVERAGE PER CLIENT. DAIN RAUSCHER OFFERS THIS COVERAGE AT NO ADDITIONAL
CHARGE TO YOU. EXPLANATORY BROCHURE AVAILABLE ON REQUEST.
[DAIN RAUSCHER LOGO]
<PAGE>
WHAT WE OFFER
EXCEPTIONAL SERVICE
- PCS SALES DESK: available to answer your product-related questions
- PRODUCT & MARKETING CONSULTANTS: experts on call to help you with
specific client needs, plus dedicated coordinators in the field to
help you build your business
- ADVANCED TRAINING OPPORTUNITIES:
- Equity Leaders' Conference
- Business Development Symposiums
- Investment Consulting Solutions Symposiums
- Mutual Fund & Annuity Conference
- ASSISTANCE IN ANALYZING YOUR BUSINESS:
- Seminars to "Tear Your Book Apart"
[DAIN RAUSCHER LOGO]
<PAGE>
WHAT WE OFFER
CONTINUAL INVESTMENT IN NEW TECHNOLOGIES
- STATE-OF-THE-ART BETALINK PLATFORM
- Performance reports
- ILX market data services
- DAIN RAUSCHER CONNECT
- "Broker-centric" home page
- Clients can access account information, as well as charts,
quotes, news, company profiles
- TECHNOLOGY TRAINING
- Each branch has an assigned trainer to help IEs and client
associates enhance productivity through technology
INVESTMENT IN TECHNOLOGY
1999 - $26 MILLION
2000 - $39 MILLION
[DAIN RAUSCHER LOGO]
<PAGE>
AT DAIN RAUSCHER, YOU'RE PART OF A WINNING TEAM
Dain Rauscher's STRENGTH comes from a BALANCED business model that includes
MARKET-LEADING equity and fixed income capital markets divisions.
[DAIN RAUSCHER LOGO]
<PAGE>
DAIN RAUSCHER WESSELS:
A WORLD-CLASS INVESTMENT BANK
THE DIFFERENCE IS FOCUS
TECHNOLOGY HEALTHCARE CONSUMER
ENERGY FINANCIAL SERVICES
DRW SPECIALIZES IN FIVE EMERGING GROWTH MARKETS
[DAIN RAUSCHER LOGO]
<PAGE>
MARKET-LEADING RESEARCH QUALITY
DRW RANKED #3 IN RESEARCH QUALITY
- QUALITY RESEARCH which ranks among the top-tier global lead managing
underwriters
- ACTION-ORIENTED analysis: research and event driven
- FUNDAMENTAL research, both strategic and detail-oriented
QUALITY OF RESEARCH COVERAGE
<TABLE>
<CAPTION>
Rank Investment Bank Score
-------------------------------------------------------
<S> <C>
1 Morgan Stanley Dean Witter 58
2 Credit Suisse First Boston 55
3 Dain Rauscher Wessels 54
4 Goldman Sachs 51
5 Robertson Stephens 44
T6 Chase H&Q 43
T6 Salomon Smith Barney 43
8 Deutsche Banc Alex.Brown 40
9 Wit SoundView 39
10 Merrill Lynch 37
11 Donaldson, Lufkin & Jenrette 36
12 U.S. Bancorp Piper Jaffray 35
13 Bear Stearns 33
14 Lehman Brothers 31
15 Banc of America Securities 29
</TABLE>
Source: 2000 Greenwich Associates Survey of Institutional Investors
[DAIN RAUSCHER LOGO]
<PAGE>
MARKET-LEADING RESEARCH ANALYSTS
OUR ANALYSTS ARE RECOGNIZED AMONG THE BEST ON THE STREET
TECHNOLOGY
- "STEPHEN SIGMOND ranked second in the Internet category. Mr. Sigmond ...also
took top honors for earnings forecasting." (WSJ.COM, BEST ON THE STREET)
HEALTHCARE
- "The top stock picker, JEFFREY J. PETERS...far and away surpassed the
results of 55 other medical-products analysts." (WSJ.COM, BEST ON THE
STREET)
CONSUMER
- GEORGE SUTTON, ranked third of 38 analysts in earnings forecasting for
consumer stocks. (WSJ.COM, BEST ON THE STREET)
ENERGY
- JOE MORFORD, a Wall Street sharp shooter, ranked third for estimate accuracy
in individual regional and community banks. (AMERICAN BANKER)
FINANCIAL SERVICES
- MARK EASTERBROOK ranked fifth of 46 analysts in the utilities sector for
stock picking. (WSJ.COM, BEST ON THE STREET)
[DAIN RAUSCHER LOGO]
<PAGE>
MARKET-LEADING SALES RECOGNITION
DRW RANKED #1 IN AFTERMARKET PERFORMANCE
- Ranked #1 in average after-market performance of managed IPOs in 1999
- "Dain-managed IPOs had a 660% average after-market run-up in 1999, far
outperforming all other managers..."
Source: The Daily Deal.com, March 13, 2000
GREAT DAIN
DAIN RAUSCHER WESSELS LAST YEAR RANKED FIRST IN THE AVERAGE AFTERMARKET
PERFORMANCE OF THE IPOS THAT IT MANAGED
1999: INVESTMENT FIRM AVERAGE AFTERMARKET PERFORMANCE
<TABLE>
<CAPTION>
<S> <C>
DAIN RAUSCHER WESSELS 660%
MORGAN STANLEY DEAN WITTER 495%
CHASE H&Q 433%
DEUTSCHE BANC ALEX.BROWN 431%
ROBERTSON STEPHENS 418%
</TABLE>
EACH FIRM HAD TO MANAGE A MINIMUM OF 20 IPOS SOURCE: COMMSCAN, NEW YORK
Returns calculated from initial public offering through December 31, 1999.
[DAIN RAUSCHER LOGO]
<PAGE>
MARKET-LEADING UNDERWRITER OF
HIGH QUALITY OFFERINGS
UNDERWRITER OF 3 OF THE TOP 5 PERFORMING IPOS OF 2000
TOP FIVE PERFORMING IPOS OF 2000
<TABLE>
<CAPTION>
AS OF JUNE 30
RANK COMPANY RETURN MANAGING UNDERWRITERS
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Sonus Networks 586.4% Goldman Sachs, J.P. Morgan, Lehman Brothers,
Robertson Stephens
2 Turnstone Systems 471.3% Goldman Sachs, DAIN RAUSCHER WESSELS Robertson
Stephens
3 Nuance Communications 390.1% Goldman Sachs, DAIN RAUSCHER WESSELS Thomas
Weisel Partners, Wit Soundview
4 ONI Systems 368.8% Goldman Sachs, Banc of America, Chase H&Q,
Robertson Stephens
5 webMethods 349.1% Morgan Stanley, DAIN RAUSCHER WESSELS Freidman
Billings Ramsey, Merrill Lynch
</TABLE>
[DAIN RAUSCHER LOGO]
<PAGE>
FIXED INCOME CAPITAL MARKETS:
A STRONG POSITION NATIONALLY
<TABLE>
<CAPTION>
MANAGING MARKET PRINCIPAL
UNDERWRITER-- SHARE AMOUNT NO. OF
1ST HALF 2000 PERCENT $ BILLIONS ISSUES
----------------------------------------------------------------------
<S> <C> <C> <C>
Salomon Smith Barney 33.0 29.45 594
Paine Webber Inc. 30.8 27.54 596
Merrill Lynch & co. 26.6 23.74 300
Morgan Stanley Dean Witter 21.8 19.47 393
Lehman Brothers 20.5 18.32 176
Goldman Sachs & Co. 19.8 17.67 176
Bear, Stearns & Co. 19.0 16.99 176
J.P. Morgan securities Inc. 15.7 14.00 116
DAIN RAUSCHER INCORPORATED 15.1 13.51 332
A.G. Edwards & Sons, Inc. 14.6 13.05 368
</TABLE>
Source: Securities Data Company
FIXED INCOME RANKED #9 NATIONALLY FOR MANAGING UNDERWRITERS
[DAIN RAUSCHER LOGO]
<PAGE>
A LEADER IN THE MIDDLE MARKET
<TABLE>
<CAPTION>
MANAGING MARKET PRINCIPAL
UNDERWRITER-- SHARE AMOUNT NO. OF
1ST HALF 2000 PERCENT $ BILLIONS ISSUES
-------------------------------------------------------------------
<S> <C> <C> <C>
Salomon Smith Barney 12.2 3.11 151
Paine Webber Inc. 11.5 2.94 154
Merrill Lynch & co. 11.4 2.92 145
A.G. Edwards & Sons, Inc. 10.5 2.68 159
Goldman Sachs & Co. 7.6 1.93 93
DAIN RAUSCHER INCORPORATED 7.3 1.89 146
Morgan Stanley Dean Witter. 7.3 1.86 84
Bear, Stearns & Co. 6.9 1.77 86
Lehman Brothers 6.1 1.56 85
George K Baum 6.0 1.52 134
</TABLE>
Source: Securities Data Company
100% = $82.1 BILLION
REGIONAL FIRMS 38%
NY FIRMS 44%
OTHER FIRMS 18%
FIXED INCOME RANKED #6 IN MARKET SHARE FOR MIDDLE-MARKET NEGOTIATED ISSUES
[DAIN RAUSCHER LOGO]
<PAGE>
A MARKET-LEADER IN FIVE BANKING SPECIALTIES
FIXED INCOME BANKING FOCUS
EDUCATION HOUSING HEALTHCARE
TRANSPORTATION NATIVE AMERICAN ENTERPRISE
[DAIN RAUSCHER LOGO]
<PAGE>
A MARKET-LEADER IN MUNICIPAL UNDERWRITINGS
Dain Rauscher is the only investment bank to rank in the top 15 in all three key
municipal industry categories: Financial Advisor, Lead Manager, and Co-Manager
- Ranked 9th as municipal underwriter
- Ranked 7th as financial advisor to middle market issuers
[DAIN RAUSCHER LOGO]
<PAGE>
AT DAIN RAUSCHER, YOU SUCCEED AS
THE COMPANY SUCCEEDS
- GROW with Dain Rauscher
- Accumulate significant NET WORTH over time
[DAIN RAUSCHER LOGO]
<PAGE>
SIGNIFICANT EARNINGS POTENTIAL
EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
ANNUAL PRODUCTION: $500,000
NET COMMISSION $215,000
GROWTH BONUS (paid in cash) $5,000
------------------------------------------------
CASH COMPENSATION $220,000
DEFERRED COMP PLAN BONUSES/MATCH $19,731
401(K) COMPANY MATCH $5,250
------------------------------------------------
*
================================================
TOTAL DEFERRED COMP. $24,981
TOTAL ANNUAL COMPENSATION: $244,981
</TABLE>
* PLEASE NOTE, this is an annual contribution made by the company to your plans.
Your account balance will grow on a tax-deferred basis over time, depending on
the value of the investment funds you choose. This amount is also based on the
401(k) and deferred compensation plan design in place for 2000. The deferred
compensation plan design is under review for 2001.
- Earn up to a 45% CASH PAYOUT on your gross commissions
- Plus, receive up to a 4% BONUS credited to your deferred compensation
plan account*
- EARN ADDITIONAL BONUSES for growth in productivity and length of
service at Dain as an IE
[DAIN RAUSCHER LOGO]
<PAGE>
HOW WE COMPARE
COMPENSATION FOR A $500,000 PRODUCER
<TABLE>
<S> <C>
DAIN RAUSCHER $244,981
MORGAN STANLEY DEAN WITTER $214,868
SALOMON SMITH BARNEY $231,891
PAINEWEBBER $234,532
PRUDENTIAL $221,836
ROBERT BAIRD $230,048
MERRILL LYNCH $198,688
U.S. BANCORP PIPER JAFFRAY $230,986
</TABLE>
NOTE: CHART INCLUDES BOTH CASH AND DEFERRED COMPENSATION PROGRAMS OF DAIN
RAUSCHER AND COMPETITORS. THE DAIN RAUSCHER COMPENSATION FORMULA IS SUBJECT TO
CHANGE. INFORMATION AS TO THE COMPENSATION PLANS OF OTHER FIRMS IS BASED ON
AVAILABLE INFORMATION AND IS NOT GUARANTEED.
[DAIN RAUSCHER LOGO]
<PAGE>
BUILD YOUR NET WORTH OVER TIME
PARTICIPATE IN THE RETIREMENT & SAVINGS PLAN
<TABLE>
<CAPTION>
YOUR PRE-TAX CONTRIBUTION COMPANY FIXED MATCH COMPANY VARIABLE MATCH
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CONTRIBUTION LEVELS Up to 15% of pay DOLLAR-FOR-DOLLAR MATCH ADDITIONAL MATCH: UP TO
on the first 3% you TWO DOLLARS FOR EVERY
contribute DOLLAR, on the first 3%
you contribute
-------------------------------------------------------------------------------------------------------------
TIMING OF CONTRIBUTIONS Each pay period Each pay period March following the end
of calendar year
-------------------------------------------------------------------------------------------------------------
INVESTMENT CHOICES You direct investment Dain Rauscher Stock Fund You direct investment
(Upon closing of the RBC
acquisition agreement,
this contribution will
be employee-directed)
-------------------------------------------------------------------------------------------------------------
VESTING SCHEDULE Immediately vested Fully vested after five Fully vested after five
years years
-------------------------------------------------------------------------------------------------------------
</TABLE>
[DAIN RAUSCHER LOGO]
<PAGE>
BUILD YOUR NET WORTH OVER TIME
DEFERRED COMPENSATION PLAN
- Dain Rauscher currently offers a deferred compensation plan through
which IEs can contribute UP TO 15% of all compensation over $100,000
- Dain Rauscher currently MATCHES ALL EMPLOYEE CONTRIBUTIONS and COMPANY
BONUSES paid to the plan - A 15-50% MATCH
- All deferrals and contributions GROW TAX-DEFERRED until distributed
from the plan
- Dain Rauscher is reviewing the deferred compensation plan design for
2001 as a result of the pending RBC acquisition
[DAIN RAUSCHER LOGO]
<PAGE>
BUILD YOUR NET WORTH OVER TIME
<TABLE>
<CAPTION>
(IN THOUSANDS) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CASH COMPENSATION $220 $248 $285 $320 $368
RETIREMENT & SAVINGS PLAN 16 33 52 73 96
DEFERRED COMPENSATION PLAN $52 $118 $204 $308 $438
</TABLE>
KEY ASSUMPTIONS:
- Assumes the IE is a $500,000 producer in year 1, has 11 years length of
service with Dain Rauscher, and achieves growth in production and AUM of
12.5% per year.
- Assumes the 2000 plan design for the Retirement & Savings Plan and deferred
compensation plan continue. Also assumes the appreciation of the
compensation plan investment balances is 10%.
- Assumes maximum voluntary employee participation in the Retirement and
Savings and deferred compensation plans under 2000 plan rules.
[DAIN RAUSCHER LOGO]
<PAGE>
SIGNIFICANT OPPORTUNITY TO ACCUMULATE WEALTH
(IN MILLIONS)
<TABLE>
<CAPTION>
AFTER FIVE YEARS AFTER 10 YEARS AFTER 15 YEARS AFTER 20 YEARS
------------------------------------------------------------------------
<S> <C> <C> <C>
$0.4 MILLION $1.6 MILLION $4.1 MILLION $9.2 MILLION
</TABLE>
PROJECTED FUTURE VALUE OF RETIREMENT & SAVINGS PLAN AND DEFERRED COMPENSATION
PLAN ACCOUNTS COMBINED
KEY ASSUMPTIONS:
- Assumes the IE is a $500,000 producer in year 1, has 11 years length of
service with Dain Rauscher, and achieves growth in production and AUM of
12.5% per year.
- Assumes the 2000 plan design for the Retirement & Savings Plan and deferred
compensation plan continue. Also assumes the appreciation of the
compensation plan investment balances is 10%.
- Assumes maximum voluntary employee participation in the Retirement and
Savings Plan and in the deferred compensation plan under 2000 plan rules.
[DAIN RAUSCHER LOGO]
<PAGE>
OUR SUCCESS EQUATION
Dain Rauscher Provides You with Products Tools & Support
You Grow Your Business
You Are Rewarded for Your Success
Your Net Worth Increases Over Time
Your Success Contributes to the Company's Success
[DAIN RAUSCHER LOGO]
<PAGE>
THANKS FOR BEING PART OF OUR SUCCESS
(INCLUDING DIVIDEND REINVESTMENT)
4Q `94 = 100
[Comparative chart covering period between 1994 and the third quarter of 2000.
On the vertical axis, the range is from 0 to 700 in U.S. dollar units. The
horizontal axis is divided into yearly increments between 1994 and 2000.]
[DAIN RAUSCHER LOGO]
Source: Financial Services Analytics
This chart shows comparative performance of DRI stock with the S&P 500 and other
mid-cap brokerage firms and assumes $100 was invested in each in 1994.
<PAGE>
Dain Rauscher has filed a proxy statement and other relevant documents
concerning the acquisition with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's Web site, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Jennifer
Driscoll, director of investor relations.
Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rauscher in favor of the acquisition. The directors and executive officers of
Dain Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, D.
Collins, F.G. Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H.
Phillippe, C.A. Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A.
Tschetter, I. Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the
directors and executive officers of Dain Rauscher beneficially owned
approximately 8.9% of the outstanding shares of Dain Rauscher common stock.
Stockholders of Dain Rauscher may obtain additional information regarding the
interests of such participants by reading the proxy statement.
[DAIN RAUSCHER LOGO]
