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: April 26, 1999 RAYMOND JAMES FINANCIAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 1-9109 59-1517485 (State of incorporation) (Commission (IRS Employer Identification File Number) Number) 880 Carillon Parkway, St. Petersburg, Florida 33716 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (727) 573-3800 Item 5. Other Events On April 14, 1999, Raymond James Financial, Inc., ("RJF"), entered into an Agreement (the "Agreement") with BANK ONE CORPORATION ("Bank One") to acquire Roney & Co. ("Roney"), a wholly-owned broker-dealer subsidiary of Bank One. Pursuant to the terms of the Agreement, RJF will pay $ 80 million to acquire Roney. The acquisition, which is subject to regulatory approvals, is expected to close in the June quarter of 1999. Bank One owned Roney by virtue of it's acquisition in May 1998 of First Chicago NBD Corporation, who had purchased Roney only a month earlier. A portion of the Roney purchase price was deferred at that time and subjected to a three year employment requirement. In addition, a retention formula was established for key producers, also vesting ratably over a three year period. As part of its acquisition price for Roney, RJF will assume these obligations and thus have a total of approximately $28 million in deferred amounts in place through May 2001. Due to the amortization of goodwill and the expensing of retention amounts, the acquisition of Roney is anticipated to have a neutral to slightly dilutive impact on RJF's earnings per share for the first two years. Please see the attached press release dated April 14, 1999. 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: April 26,1999 ____/s/ Jeffrey P. Julien_______ Jeffrey P. Julien Vice President - Finance and Chief Financial Officer Release No. 499-1 April 14, 1999 FOR IMMEDIATE RELEASE RAYMOND JAMES FINANCIAL ANNOUNCES AGREEMENT TO ACQUIRE RONEY & CO. FROM BANK ONE ST. PETERSBURG, Fla. - Raymond James Financial today announced it has reached an agreement to acquire Roney & Co. from BANK ONE CORPORATION for $80 million. Roney's operations will become a division of Raymond James Financial's Raymond James & Associates wholly-owned New York Stock Exchange member subsidiary. Roney & Co.'s 28 branch offices in Michigan, Indiana and Ohio will geographically complement Raymond James & Associates' retail brokerage network, which currently includes 56 domestic retail offices, according to Thomas A. James, chairman of Raymond James Financial, and will provide a springboard for additional expansion in the Midwest. Together, the firms will have 900 Financial Advisors. The closing is expected prior to June 30, pending regulatory agreement. William C. Roney III, chairman of Roney & Co., will continue in a management role at Raymond James & Associates, as well as serve on its board, and will lead the Roney & Co. transition team in Detroit as president of the division. - more - Page 2 RAYMOND JAMES FINANCIAL Rel. No. 499-1 "We are very pleased to be able to include Roney & Co. within Raymond James & Associates," James said. "I have known Bill and his company for a long time and I have great respect for them. "Raymond James & Associates had already targeted the Midwest as an expansion opportunity for its retail distribution and investment banking services," James continued. "We recently opened offices in Des Moines and Chicago. This acquisition will accelerate our entry. We are gratified to have the opportunity to add such a premier group to our growing brokerage network. "Both Roney and Raymond James have similar corporate cultures," he continued. "Equally important, both firms use the same operating system, allowing Raymond James to establish a second operations site in Detroit. The two operations locations will provide each other with backup processing capabilities." "Raymond James & Associates was identified as the most compatible partner in terms of a similar culture and client- centered focus," explained Roney. "Raymond James & Associates is a highly regarded firm within our industry and we believe that this is a `best of both worlds' situation with the critical mass of a large company and the one-on-one personal service that has - more - Page 3 RAYMOND JAMES FINANCIAL Rel. No. 499-1 long distinguished Roney & Co." At this point, according to James and Roney, they have made no determination about any departments in Roney & Co.'s Detroit headquarters, but it is likely that Capital Markets, as well as Operations, will be represented in Detroit, possibly leading to additional hiring. Every effort will be made to retain as many Roney associates as possible. Additionally, Raymond James & Associates has more than 125 job openings within its corporate headquarters as a result of its continuing growth. "One of the reasons that this is a good fit for Roney & Co.," according to Roney, "is, because we both use the same operating system, the technical integration for our clients and financial consultants should be facilitated. "As for our branches," Roney added, "we expect a positive effect due to the expanded array of investment alternatives and enhanced recruiting opportunities that Raymond James & Associates' national reputation brings to our firm." "After a strategic review of our investment management business, we determined that Roney & Co., given its concentrated regional focus, could achieve its growth potential more effectively outside Bank One," according to David J. Kundert, - more - Page 4 RAYMOND JAMES FINANCIAL Rel. No. 499-1 chairman and CEO of Banc One Investment Management Group, the investment management arm of BANK ONE CORPORATION. "Within our fast-growing national investment business, we are directing our focus on growing the $123 billion in assets we manage for individual and institutional clients, which includes our proprietary $56 billion One Group Mutual Funds." The Roney name will remain for the time being, although it will operate as a division of Raymond James & Associates. "With the continuing consolidation within our industry, unified branding has become increasingly important to reinforce a shared identity," continued a statement from Roney and James. "Consequently, we have made a joint decision to adopt the more established, national recognition of Raymond James & Associates over time." That will allow Roney & Co. to better capitalize on the Raymond James national branding campaign, which is centered on its 1998 naming of Raymond James Stadium, Tampa's new football facility used by the Tampa Bay Buccaneers, professional soccer's Tampa Bay Mutiny and University of South Florida's football team, the Bulls. - more - Page 5 RAYMOND JAMES FINANCIAL Rel. No. 499-1 Concerning the consolidation, James stressed that "we have not yet finalized the timing. Reflecting the similar cultures, values and operating systems, we anticipate a relatively smooth integration." Roney & Co. will add its $112.6 million in revenues to Raymond James Financial's fiscal 1998 $1.1 billion. Raymond James Financial (NYSE - RJF) 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 more than 3,300 Financial Advisors in 1,400 locations throughout the United States and overseas, as well as through its asset management subsidiaries which currently manage in excess of $12 billion. - 30 - For additional information, please contact Lawrence Silver at 727-573-3800.