SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) January 27, 1999
----------------
Research Partners International, Inc.
--------------------------------------------------
(Exact name of Registrant as specified in Charter)
Delaware 0-21105 31-3414302
- ----------------------------- ----------------- ---------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One State Street Plaza, 24th Fl., New York, NY 10004
- ---------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 509-3800
-----------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
By press release dated January 27, 1999, Research Partners International,
Inc. (the "Registrant") announced the termination of the proposed merger of RPII
Acquisition Corporation, a wholly-owned subsidiary of the Registrant, with and
into Gaines, Berland Inc. The proposed merger, and related merger agreement
dated November 8, 1998, was terminated by mutual consent of the parties to the
merger agreement.
The press release of Registrant announcing the termination of the
merger is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Exhibits
(a) Exhibits
Exhibit Number Description
99.1 Press Release dated January 27, 1999
2
<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 hereunto duly authorized.
Dated: February 5, 1999 REGISTRANT
Research Partners International, Inc.
/s/ Peter R. Kent
By: _______________________________
Peter R. Kent,
Executive Vice President and
Chief Operating Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated January 27, 1999
4
<PAGE>
RESEARCH PARTNERS
--------------------
INTERNATIONAL, INC.
FOR IMMEDIATE RELEASE Contact: Beth Musto
Vice President
Corporate Communications
Research Partners
International, Inc.
(212) 208-6703
Research Partners International, Gaines, Berland Dissolve Proposed Merger
- ------------------------------------------------------------------------------
New York, NY, January 27, 1999 - By mutual decision, Research Partners
International, Inc. (NMS: RPII) and Gaines, Berland Inc. have terminated their
proposed merger.
In a jointly issued statement, David Nussbaum, Chairman of Research Partners
International, Inc. and Richard Rosenstock, President of Gaines, Berland stated,
"There are no substantive issues, but rather a series of cultural and business
style differences that have led us to this necessary decision. We will continue
to work together on certain business ventures; however we will each pursue our
ongoing business initiatives independently of each other," they concluded.
Additionally, Nussbaum stated, "despite this merger termination, we are in a
position of growth and are dedicated to the achievement of our financial goals
by providing superior service and timely attention to the needs of our clients
and shareholders."
- -------------------------------------------------------------------------------
Research Partners International through its four primary operating subsidiaries,
GKN Securities Corp., Southeast Research Partners Inc., Shochet Securities, Inc.
and Research Partners International AG is primarily engaged in institutional
research, investment banking, securities brokerage and securities trading.
Headquartered in New York City, the Company maintains operations in New York,
California, Connecticut, Florida, Massachusetts and Zurich, Switzerland.
- -------------------------------------------------------------------------------
This press release contains forward-looking statements by the Company that
involve risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. Such risks
and uncertainties are described in the Company's filings with the SEC, including
its annual report on Form-10K for the fiscal year ended January 31, 1998 and its
Registration Statement on Form S-I, as amended.
- ------------------------------------------------------------------------------
# # # # #
- ------------------------------------------------------------------------------
ONE STATE STREET PLAZA o NEW YORK, NY 10004
212-208-6500 o 800-338-8964 FAX 212-809-6189
