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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
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Date of Report (Date of earliest event reported): September 28, 2000
DAIN RAUSCHER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8186 41-1228350
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
Dain Rauscher Plaza
60 South Sixth Street 55402-4422
Minneapolis, MN
(Address of principal executive offices) (Zip Code)
(612) 371-2711
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On September 28, 2000, Dain Rauscher Corporation ("Dain Rauscher"),
Royal Bank of Canada ("RBC") and Viking Merger Subsidiary, Inc. ("Viking"), a
wholly owned subsidiary of RBC, entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which RBC agreed to acquire Dain Rauscher
and Dain Rauscher stockholders would receive U.S. $95.00 per share. Attached
hereto and incorporated herein by reference in its entirety as Exhibit 99.1
is a copy of the Merger Agreement.
In connection with the Merger Agreement, Dain Rauscher and RBC
entered into a Stock Option Agreement, by which RBC was granted the option to
purchase up to 19.9% of its outstanding common stock of Dain Rauscher.
Attached hereto and incorporated herein by reference in its entirety as
Exhibit 99.2 is a copy of the Stock Option Agreement.
In connection with the Merger Agreement, Dain Rauscher amended its
Rights Agreement, dated April 30, 1997, pursuant to Amendment No. 1 to
Rights Agreement, dated September 27, 2000. Attached hereto and incorporated
herein by reference in its entirety as Exhibit 99.3 is a copy of the
Amendment No. 1 to Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
99.1 Agreement and Plan of Merger, dated as of
September 28, 2000, by and among Dain Rauscher
Corporation, Royal Bank of Canada and Viking
Merger Subsidiary, Inc.
99.2 Stock Option Agreement, dated as of
September 28, 2000, by and between Dain
Rauscher Corporation and Royal Bank of
Canada.
99.3 Amendment No. 1 to Rights Agreement, dated as of
September 27, 2000, by and between Dain Rauscher
Corporation and Wells Fargo Bank Minnesota, N.A..
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SIGNATURE
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.
DAIN RAUSCHER CORPORATION
DATE: September 29, 2000
By: /s/ David J. Parrin
David J. Parrin
Executive Vice President and
Chief Financial Officer
3
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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<S> <C>
99.1 Agreement and Plan of Merger, dated as of
September 28, 2000, by and among Dain Rauscher
Corporation, Royal Bank of Canada and Viking
Merger Subsidiary, Inc.
99.2 Stock Option Agreement, dated as of
September 28, 2000, by and between Dain
Rauscher Corporation and Royal Bank of
Canada.
99.3 Amendment No. 1 to Rights Agreement, dated as of
September 27, 2000, by and between Dain Rauscher
Corporation and Wells Fargo Bank Minnesota, N.A.
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