SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 6, 2000
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RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Florida No. 59-1517485
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
No.)
880 Carillon Parkway, St. Petersburg, Florida 33716
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 573-3800
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(Former name or former address, if changed since last report.
Item 5. Other Events.
On September 5,2000 the Company issued the following press
release:
Raymond James Financial / Press Release
Release No. 0900-1 FOR IMMEDIATE
RELEASE
September 5, 2000
RAYMOND JAMES FINANCIAL
TO ACQUIRE GOEPEL McDERMID
ST. PETERSBURG, Fla. - Raymond James Financial, Inc. (NYSE - RJF)
today announced that it has signed a letter of intent to acquire the
Canadian investment firm of Goepel McDermid Inc.
Raymond James will pay approximately $76 million, including up to one
million shares of its common stock, to acquire the 100 percent
employee-owned Vancouver-based company and will create a $12 million
retention pool for key employees.
In addition, approximately 25-30 percent of the purchase price will
be deferred for 24 months and will be subject to the satisfaction of
certain conditions. This transaction is expected to be slightly
dilutive to earnings per share for Raymond James Financial in the
first year and accretive thereafter.
The acquisition, which has been approved by the boards of directors
of both firms pending completion of due diligence and regulatory
approval, is expected to close in the fourth calendar quarter of this
year.
"We are very pleased to have the opportunity to affiliate with Goepel
McDermid as a means of expanding our capital markets activities in
Canada and our overall retail distribution network," according to
Thomas A. James, chairman of the Raymond James Financial board and
CEO.
James adds that "we view Canada as a growing market for investment
services. Further, there is a growing interrelationship between the
U.S. and Canadian economies, which will benefit a firm having the
ability to offer cross-border investment planning and investment
banking services."
Goepel McDermid, according to Kenneth A. Shields, president and CEO,
will benefit from a strong U.S. partner, particularly in the
expansion of its capital markets activities. "Our private clients
will also have access to a wider range of U.S. investments, while our
Investment Advisors will benefit from improved financial planning
support.
"The relationship will also provide a significant advantage for
private investors in Canada who are seeking the independent
investment dealer alternative for wealth management services," he
continues.
Shields adds that he first met James in 1998 and the two have
considered the prospect of an alliance since that time.
"Our firms are remarkably similar," he continues. "We share a
dedication to personalized client service and are both firmly
committed to the autonomy of our people."
According to Shields, "Raymond James' core businesses ideally
complement those areas in which Goepel McDermid has been enjoying
accelerating growth."
Following the acquisition, Goepel McDermid will utilize the Raymond
James name in order to take advantage of the firm's North American
branding campaign.
Goepel McDermid's management team will remain in place, according to
James, and the firm, which is one of the largest Canadian independent
broker/dealers, will be Raymond James Financial's third wholly-owned
broker/dealer subsidiary.
There will be some immediate cooperative efforts in capital markets,
but, for the most part, Goepel McDermid will continue to operate
independently.
Both Shields and James emphasized they do not expect that there will
be any changes in staffing at Goepel McDermid, as their regulatory
environments are different and there is no operational overlap
between the firms.
Goepel McDermid has approximately 250 Investment Advisors in 22
branches across Canada.
For the fiscal year ended March 31, the firm generated revenues of
approximately Cdn. $152 million.
Raymond James Financial provides financial services to individuals,
corporations and municipalities through its two wholly-owned
investment firms, Raymond James & Associates and Raymond James
Financial Services, which have 4,400 Financial Advisors in more than
1,800 locations throughout the United States and overseas, as well as
through its asset management subsidiaries which currently manage in
excess of $17 billion.
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For additional information, please contact Larry Silver at 727-578-3800 or
lsilver@market.rjf.com.
Updated September 5, 2000
Copyright c 2000 Raymond James Financial
Caution concerning forward-looking statements
This 8-K contains forward-looking statements. These forward-looking
statements are found in various places throughout the press release
and include, without limitation, statements concerning the terms and
the expected timing and benefits of the merger. At this time the
Company has signed a letter of intent. The consummation of the
transaction is subject to a number of conditions including the
execution of a final agreement, satisfactory completion of due
diligence, and various regulatory approvals. While these forward-
looking statements represent the Company's judgments and future
expectations concerning the development of our business and the
timing and benefits of the merger, should it occur, a number of
risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our expectations.
These factors include but are not limited to, the costs related to
the transaction; the inability to obtain, or meet conditions imposed
for, regulatory approvals for the transaction; the risk that
anticipated synergies will not be obtained or not obtained within the
time anticipated; and other key factors that could adversely affect
the Company's businesses and financial performance as set out in the
Company's annual report on form 10-K for the fiscal year ended
September 24, 1999 and other reports filed with the Securities and
Exchange Commission. The Company is not under any obligation to (and
expressly disclaims any such obligations to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
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.
RAYMOND JAMES FINANCIAL, INC.
(Registrant)
Date: September 6, 2000 /s/ Thomas A. James
Thomas A. James
Chairman and Chief
Executive Officer
/s/ Jeffrey P. Julien
Jeffrey P. Julien
Vice President - Finance
and Chief Financial
Officer