SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 10-Q/A Amendment No. 1 to Current Report /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1998 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8186 Dain Rauscher Corporation (Exact name of registrant as specified in its charter) DELAWARE 41-1228350 (State or other jurisdiction of (IRS Employer Identification Number) incorporation of organization) Dain Rauscher Plaza, 60 South Sixth Street Minneapolis, Minnesota 55402-4422 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 371-2711 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of April 30, 1998, the Company had 12,383,313 shares of common stock outstanding. The undersigned registrant, Dain Rauscher Corporation (the "Company"), hereby amends exhibits filed with its Current Report on Form 10-Q for the quarter ended March 31, 1998 (initially filed with the Commission on May 15, 1998) as indicated in Item 6 below. PART II - OTHER INFORMATION ITEM 6. EXHIBITS (a) Exhibits Item No. Item Method of Filing 4 Amended and Restated Credit Agreement Filed herewith. dated March 20, 1998. 4.1 Restated Certificate of Incorporation of Filed herewith. the Company, as amended to date. 10 Employment Agreement dated March 31, 1998 Filed herewith.* between the Company and Kenneth J. Wessels. 11 Computation of Net Earnings Per Share. Filed herewith.* 27 Financial Data Schedule (3 months ended Filed herewith.* March 31, 1998). 27.1 Financial Data Schedule (Year ended Filed herewith. December 31, 1996; 3 months ended March 31, 1997; 6 months ended June 30, 1997; 9 months ended September 30, 1997). 27.2 Financial Data Schedule (Year ended Filed herewith. December 31, 1995; 3 months ended March 31, 1996; 6 months ended June 30, 1996; 9 months ended September 30, 1996). 99 Cautionary Statements for Purposes of the Filed herewith. "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. * Refers to original Form 10-Q for the quarter ended March 31, 1998 filed on May 15, 1998. 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 thereunto duly authorized. DAIN RAUSCHER CORPORATION Registrant Date: May 27, 1998 By David J. Parrin ------------------------------- David J. Parrin Senior Vice President and Controller (Principal Accounting Officer) DAIN RAUSCHER CORPORATION INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q/A FOR QUARTER ENDED MARCH 31, 1998 (a) Exhibits Item No. Item Method of Filing 4 Amended and Restated Credit Agreement Filed herewith. dated March 20, 1998. 4.1 Restated Certificate of Incorporation Filed herewith. of the Company, as amended to date. 10 Employment Agreement dated March 31, 1998 Filed herewith.* between the Company and Kenneth J. Wessels. 11 Computation of Net Earnings Per Share. Filed herewith.* 27 Financial Data Schedule (3 months ended Filed herewith.* March 31, 1998). 27.1 Financial Data Schedule (Year ended Filed herewith. December 31, 1996; 3 months ended March 31, 1997; 6 months ended June 30, 1997; 9 months ended September 30, 1997). 27.2 Financial Data Schedule (Year ended Filed herewith. December 31, 1995; 3 months ended March 31, 1996; 6 months ended June 30, 1996; 9 months ended September 30, 1996). 99 Cautionary Statements for Purposes of the Filed herewith. "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. * Refers to original Form 10-Q for the quarter ended March 31, 1998 filed on May 15, 1998.