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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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LaBranche & Co Inc.
(Name of Subject Company)
LaBranche & Co Inc.
(Name of Filing Person -- Issuer)
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Series A Preferred Stock, par value $.01 per share
(Title of Class of Securities)
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505447 20 1
(CUSIP Number of Class of Securities)
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George M.L. LaBranche, IV
LaBranche & Co Inc.
One Exchange Plaza
New York, New York 10006
(212) 425-1144
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Offeror)
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Copies to:
Jeffrey M. Marks
Steven I. Suzzan
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
CALCULATION OF REGISTRATION FEE
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Transaction Valuation* Amount of Filing Fee**
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$30,220,000 $6,068
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* The amount assumes the purchase of 30,000 shares of Series A preferred stock,
par value $0.01 per share, of LaBranche & Co Inc. (the "Shares"), at a price per
Share of $1,000 in cash plus accrued but unpaid dividends up to, but not
including, the payment date.
** Calculated as 1/50 of 1% of the transaction value
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: None Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed
by LaBranche & Co Inc., a Delaware corporation ("LaBranche"). This Schedule TO
relates to the offer by LaBranche to purchase up to 30,000 of the outstanding
shares of its Series A preferred stock (the "Shares") at a purchase price of
$1,000 per Share, plus accrued but unpaid dividends up to the date the Shares
are purchased (the "Offer Consideration"), subject to the terms and conditions
set forth in the Offer to Purchase dated January 6, 2003 (the "Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated herein by reference with respect to Items 1-9 and
11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
The consideration in the Offer consists solely of cash. The Offer is not
subject to any financing condition and the Offeror is a public reporting company
under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
that files reports electronically on EDGAR. Therefore, pursuant to Instruction 2
to Item 10 of Schedule TO, the financial statements of LaBranche are not
required.
ITEM 12. EXHIBITS.
The following Exhibits are filed herewith:
(a)(1)(A) Offer to Purchase dated January 6, 2003.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (attached to
Exhibit (a)(1)(B) hereto).
(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5) None.
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger dated as of January 18, 2001, as
amended as of February 15, 2001, by and between LaBranche and
ROBB PECK McCOOEY Financial Services, Inc. ("RPM").
(Incorporated by reference from our Current Report on Form
8-K, filed March 22, 2001.)
(d)(2) Escrow Agreement dated as of March 15, 2001 by and among
LaBranche, RPM, George E. Robb, Jr. and Robert M. Murphy,
as the representatives of the former stockholders of RPM,
and the Bank of New York, as escrow agent. (Incorporated
by reference from our Current Report on Form 8-K, filed
March 22, 2001.)
(d)(3) RPM Stockholders Agreement dated as of March 15, 2001 by and
between LaBranche and certain former stockholders of RPM.
(Incorporated by reference from our Current Report on Form
8-K, filed March 22, 2001.)
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
LABRANCHE & CO INC.
By: /s/ George M.L. LaBranche, IV
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George M.L. LaBranche, IV
Chairman, President and
Chief Executive Officer
Dated: January 6, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(A) Offer to Purchase dated January 6, 2003.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (attached to
Exhibit (a)(1)(B) hereto).
(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5) None.
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger dated as of January 18, 2001, as
amended as of February 15, 2001, by and between LaBranche and
ROBB PECK McCOOEY Financial Services, Inc. ("RPM").
(Incorporated by reference from our Current Report on Form
8-K, filed March 22, 2001.)
(d)(2) Escrow Agreement dated as of March 15, 2001 by and among
LaBranche, RPM, George E. Robb, Jr. and Robert M. Murphy, as
the representatives of the former stockholders of RPM, and the
Bank of New York, as escrow agent. (Incorporated by reference
from our Current Report on Form 8-K, filed March 22, 2001.)
(d)(3) RPM Stockholders Agreement dated as of March 15, 2001 by and
between LaBranche and certain former stockholders of RPM.
(Incorporated by reference from our Current Report on Form
8-K, filed March 22, 2001.)
(g) None.
(h) None.