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) March 15, 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 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 15, 2001, pursuant to the terms of an Agreement and Plan of
Merger, dated January 18, 2001 and amended as of February 15, 2001 (the
"Merger Agreement"), by and between LaBranche & Co Inc. (the "Company") and
ROBB PECK McCOOEY Financial Services, Inc. ("RPM"), the Company completed its
acquisition of RPM. The consideration for the acquisition consisted of
approximately 6.9 million shares of the Company's common stock and shares of
the Company's non-convertible preferred stock having a value of approximately
$100 million. In addition, outstanding RPM stock options were converted into
options to acquire approximately 2.8 million shares of the Company's common
stock.
In connection with the completion of the foregoing acquisition, the
Company issued the press release filed herewith as Exhibits 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Incorporated by reference to pages F-41 through F-64 of the
Company's Registration Statement on Form S-4/A, File No. 333-55862,
filed February 20, 2001, relating to the consolidated financial
statements of RPM and subsidiaries as of April 28, 2000 and April 30,
1999 and for each of the three years in the period ended April 28,
2000.
(b) PRO FORMA FINANCIAL INFORMATION.
Incorporated by reference to pages F-3 through F-11 of the
Company's Registration Statement on Form S-4/A, File No. 333-55862,
filed February 20, 2001, relating to the pro forma condensed
consolidated financial information of the Company as of and for the
nine months ended September 30, 2000 and the year ended December 31,
1999.
(c) EXHIBITS
10.1 Agreement and Plan of Merger, dated as of January 18,
2001, by and between the Company and ROBB PECK
McCOOEY Financial Services, Inc.
10.2 Amendment to Agreement and Plan of Merger, dated as
of February 15, 2001, by and between the Company and
ROBB PECK McCOOEY Financial Services, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press release, dated March 15, 2001.
99.2 Pages F-41 through F-64 of the Company's Registration
Statement on Form S-4/A, File No. 333-55862, filed
February 20, 2001, relating to the consolidated
financial
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statements of RPM and subsidiaries as of April 28,
2000 and April 30, 1999 and for each of the three
years in the period ended April 28, 2000.
99.3 Pages F-3 through F-11 of the Company's Registration
Statement on Form S-4/A, File No. 333-55862, filed
February 20, 2001, relating to the pro forma
condensed consolidated financial information of the
Company as of and for the nine months ended September
30, 2000 and the year ended December 31, 1999.
All other Items of this report are inapplicable.
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: March 21, 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
10.1 Agreement and Plan of Merger, dated as of January 18,
2001, by and between the Company and ROBB PECK
McCOOEY Financial Services, Inc.
10.2 Amendment to Agreement and Plan of Merger, dated as
of February 15, 2001, by and between the Company and
ROBB PECK McCOOEY Financial Services, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press release, dated March 16, 2001.
99.2 Pages F-41 through F-64 of the Company's Registration
Statement on Form S-4/A, File No. 333-55862, filed
February 20, 2001, relating to the consolidated
financial statements of RPM and subsidiaries as of
April 28, 2000 and April 30, 1999 and for each of the
three years in the period ended April 28, 2000.
99.3 Pages F-3 through F-11 of the Company's Registration
Statement on Form S-4/A, File No. 333-55862, filed
February 20, 2001, relating to the pro forma
condensed consolidated financial information of the
Company as of and for the nine months ended September
30, 2000 and the year ended December 31, 1999.
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