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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
LABRANCHE & CO INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
505447 10 2
(CUSIP Number)
GEORGE E. ROBB, JR.
C/O RPM NAUTICAL FOUNDATION
20 BROAD STREET, 27TH FLOOR
NEW YORK, NEW YORK 10005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
JEFFREY M. MARKS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
MARCH 15, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 505447 10 2 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
George E. Robb, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 3,406,008
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 3,406,008
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,406,008
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITIES AND THE ISSUER
This statement on Schedule 13D relates to shares of common stock, par
value $.01 per share (the "Common Stock"), of LaBranche & Co Inc., a
Delaware corporation (the "Company"), with its principal executive
offices at One Exchange Plaza, 25th Floor, New York, New York 10006.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is George E.
Robb, Jr. (the "Reporting Person").
(b) The business address of the Reporting Person is c/o RPM
Nautical Foundation, 20 Broad Street, 27th Floor, New York,
New York 10005.
(c) The Reporting Person is President and Chairman of the Board of
RPM Nautical Foundation, a non-profit corporation. The
principal business address of RPM Nautical Foundation is 20
Broad Street, 27th Floor, New York, New York 10005. The
Reporting Person is also a director of the Company.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The Reporting Person acquired his shares of Common Stock of the Company
on March 15, 2001, pursuant to an agreement and plan of merger (the
"Merger Agreement"), dated as of January 18, 2001, amended as of
February 15, 2001, by and between the Company and ROBB PECK McCOOEY
Financial Services, Inc. ("RPM"), incorporated by reference hereto as
Exhibit 1. Pursuant to the Merger Agreement, the Reporting Person
exchanged his common stock, par value $.10, of RPM for 3,556,008 shares
of Common Stock of the Company. The merger transaction is described in
more detail in Item 4 below.
ITEM 4. PURPOSE OF THE TRANSACTION
On January 18, 2001, RPM and the Company entered into the Merger
Agreement, providing for the merger of RPM with and into the Company in
accordance with the General Corporation Law of the State of Delaware,
with the Company as the surviving corporation. At the effective time of
the merger, each holder of common stock of RPM received 98.778 shares
of Common Stock of the Company and Series A preferred stock (the
"Preferred Stock") of the Company having an aggregate liquidation
preference equal to $1,426.53 for each share of common stock of RPM
held by such holder. At the effective time of the merger, the Reporting
Person received 3,556,008 shares of Common Stock of the Company and
51,355.08 shares of Preferred Stock of the Company. A portion of the
Preferred Stock received by each holder of common stock of RPM was
placed into escrow to satisfy any post-closing adjustments or
indemnification payment
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obligations incurred as the result of a breach of any of RPM's or such
holder's representations and warranties.
The preceding summary of certain provisions of the Merger Agreement is
not intended to be complete and is qualified in its entirety by
reference to the full text of such agreement, incorporated by reference
hereto as Exhibit 7.1.
Other than as described above, the Reporting Person has no plans or
proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D,
other than possible sales of the Common Stock of the Company from time
to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 3,406,008 shares of Common
Stock of the Company, constituting approximately 6.1% of the
outstanding shares of Common Stock of the Company. As of March 15,
2001, the Company had 56,028,198 shares of Common Stock issued and
outstanding, as reported by the Company in its most recently available
filing with the Securities and Exchange Commission.
(b) The Reporting Person has the sole power to vote or direct the vote
of 3,406,008 shares of Common Stock of the Company.
(c) Other than as set forth in this Item 5, the Reporting Person has
made the following sales of Common Stock of the Company pursuant to
open market transactions:
DATE # OF SHARES PRICE PER SHARE ($) COST ($)
---- ----------- ------------------- --------
3/16/01 5,000 37.57 187,850.00
3/19/01 600 36.73 22,038.00
3/19/01 4,400 36.55 160,820.00
3/20/01 5,000 34.57 172,850.00
3/20/01 5,000 34.52 172,600.00
3/20/01 1,000 34.88 34,880.00
3/20/01 4,000 34.71 138,840.00
3/20/01 5,000 34.60 173,000.00
3/20/01 4,400 35.55 156,420.00
3/20/01 600 35.55 21,330.00
3/20/01 5,000 36.00 180,000.00
3/20/01 200 36.43 7,286.00
3/20/01 4,800 36.30 174,240.00
3/21/01 5,000 34.55 172,750.00
3/21/01 3,300 33.75 111,375.00
3/21/01 1,700 33.81 57,477.00
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DATE # OF SHARES PRICE PER SHARE ($) COST ($)
---- ----------- ------------------- --------
3/21/01 5,000 34.40 172,000.00
3/21/01 4,000 35.70 142,800.00
3/21/01 1,000 35.80 35,800.00
3/21/01 5,000 34.80 174,000.00
3/21/01 4,500 34.25 154,125.00
3/21/01 500 34.40 17,200.00
3/21/01 1,600 33.60 53,760.00
3/21/01 1,500 33.80 50,700.00
3/21/01 2,400 34.00 81,600.00
3/21/01 100 34.04 3,404.00
3/21/01 600 34.05 20,430.00
3/21/01 200 34.06 6,812.00
3/21/01 300 34.07 10,221.00
3/21/01 1,300 34.10 44,330.00
3/21/01 500 34.25 17,125.00
3/21/01 1,500 34.50 51,750.00
3/21/01 5,000 34.05 170,250.00
3/21/01 5,000 33.57 167,850.00
3/21/01 5,000 33.70 168,500.00
3/22/01 5,000 33.85 169,250.00
3/22/01 2,400 33.90 81,360.00
3/22/01 100 34.03 3,403.00
3/22/01 2,500 33.25 83,125.00
3/22/01 2,500 32.90 82,250.00
3/22/01 7,500 33.00 247,500.00
3/22/01 5,000 33.30 166,500.00
3/22/01 5,000 33.20 166,000.00
3/22/01 5,000 33.00 165,000.00
3/22/01 100 33.14 3,314.00
3/22/01 4,900 33.10 162,190.00
3/22/01 5,000 34.05 170,250.00
3/22/01 1,000 35.60 35,600.00
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DATE # OF SHARES PRICE PER SHARE ($) COST ($)
---- ----------- ------------------- --------
3/22/01 4,000 35.57 142,280.00
Total 150,000 5,352,285.00
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(d) To the best knowledge of the Reporting Person, no other person is
known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock
of the Company held by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person entered into a Registration Rights Agreement with
the Company, attached hereto as Exhibit 7.2, whereby, with respect to
the Common Stock of the Company held by the Reporting Person, he
received two demand registration rights for a period of two years and
the right to include his Common Stock in any registration proposed by
the Company. Additionally, the Reporting Person executed an affiliate
letter, dated March 15, 2001 and attached hereto as Exhibit 7.3, which
includes specific restrictions on the transfer of the shares of Common
Stock of the Company held by the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1: Agreement and Plan of Merger between LaBranche and
Co Inc. and ROBB PECK McCOOEY Financial Services, Inc.,
dated as of January 18, 2001, as amended as of February
15, 2001 (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on February
20, 2001 (Registration No. 333-55862)).
Exhibit 7.2: Registration Rights Agreement, dated as of March 15,
2001, by and among LaBranche & Co Inc., George E. Robb,
Jr. and Robert M. Murphy.
Exhibit 7.3: Affiliate Letter for Affiliates of ROBB PECK McCOOEY
Financial Services Inc. from LaBranche and Co Inc. to
George E. Robb, Jr., dated March 15, 2001.
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SIGNATURES
After reasonable 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.
Dated: March 23, 2001
George E. Robb, Jr.
By: /s/ George E. Robb, Jr.
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Name: George E. Robb, Jr.
Title: