SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 18, 2001
LABRANCHE & CO INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-15251 13-4064735
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE EXCHANGE PLAZA, NEW YORK, NEW YORK 10006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 425-1144
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On January 18, 2001, LaBranche & Co Inc. ("LaBranche") and ROBB PECK
McCOOEY Financial Services, Inc. ("RPM") entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which LaBranche will acquire RPM by
process of a merger (the "Merger"). As a result of the Merger, the stockholders
of RPM will receive approximately 6.9 million shares of LaBranche common stock
and shares of non-convertible preferred stock of LaBranche having a value
expected to be approximately $100 million. In addition, outstanding RPM stock
options will be converted into options to acquire approximately 2.8 million
shares of LaBranche common stock.
A copy of the press release announcing the execution of the Merger
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The Merger will be accounted for as a purchase transaction.
Consummation of the Merger is subject to customary closing conditions, including
the approval of the stockholders of RPM and certain regulatory approvals.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which will be filed
with the Securities and Exchange Commission (the "SEC") at a later date in an
appropriate filing.
It is expected that LaBranche will file a Registration Statement on SEC
Form S-4 in connection with the merger of RPM with and into LaBranche, and that
LaBranche will provide security holders of RPM with a Prospectus containing
important information about LaBranche, RPM, the Merger and related matters.
Security holders of RPM are urged to read the Registration Statement and the
Prospectus carefully when they are available. Security holders will be able to
obtain free copies of these documents, once available, as well as LaBranche's
other SEC filings, through the website maintained by the SEC at
http://www.sec.gov. Free copies of the Prospectus, once available, and
LaBranche's other SEC filings also may be obtained from LaBranche by directing a
request through the Investors Relations portion of LaBranche's website at
http://www.labranche.com or by mail to LaBranche & Co Inc., One Exchange Plaza,
New York, New York 10006, Telephone: (212) 425-1144.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
99.1 Press release, dated January 19, 2001.
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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.
LABRANCHE & CO INC.
Date: January 19, 2001 By: /s/ Harvey Traison
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Name: Harvey Traison
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
99.1 Press release, dated January 19, 2001.