Ladenburg Thalmann Financial Services Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2007
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Charter)
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Florida
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1-15799
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65-0701248 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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4400 Biscayne Boulevard, 12th Floor, Miami, Florida
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33137 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (212) 409-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Introductory Note
Ladenburg Thalmann Financial Services Inc. (LTFS) previously filed a Current Report on Form
8-K dated October 19, 2007 (the Current Report) with the Securities and Exchange Commission to
report the acquisition of Investacorp, Inc. and related companies
(collectively, Investacorp).
The purpose of this amendment to the Current Report is to include the financial statements required
under Item 9.01.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited combined statements of financial condition of Investacorp at June 30, 2007 and 2006 and
the audited combined statements of income, statements of shareholders equity and statements of
cash flows of Investacorp for the years ended June 30, 2007, 2006 and 2005 are attached hereto as
Exhibit 99.1 and are incorporated in their entirety herein by reference.
The
unaudited condensed combined statements of financial condition of Investacorp at September 30, 2007
and June 30, 2007 and the unaudited condensed combined statements of income
and statements of cash flows of Investacorp for the three months ended September 30, 2007 and 2006
are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined condensed balance sheet of LTFS and Investacorp at September 30,
2007 and the unaudited pro forma combined condensed statements of operations of LTFS and
Investacorp for the nine months ended September 30, 2007 and the
twelve months ended December 31,
2006 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by
reference.
(d) Exhibits
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Exhibit Number |
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Description |
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23.1
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Consent of KPMG LLP |
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99.1
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Audited combined statements of financial condition of Investacorp at June 30, 2007 and 2006
and the audited combined statements of income, statements of shareholders equity and
statements of cash flows of Investacorp for the years ended June 30, 2007, 2006 and 2005 |
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99.2
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Unaudited condensed combined statements of financial condition of Investacorp at September 30, 2007
and June 30, 2007 and the unaudited condensed combined statements of
income and statements of cash flows of Investacorp for the three months ended September 30, 2007 and 2006 |
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99.3
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Unaudited pro forma combined condensed balance sheet of LTFS and Investacorp at September 30,
2007 and the unaudited pro forma combined condensed statements of operations of LTFS and
Investacorp for the nine months ended September 30, 2007 and the
twelve months ended December 31, 2006 |
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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 hereunto duly authorized.
Date:
January 3, 2008
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LADENBURG THALMANN FINANCIAL SERVICES INC.
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By: |
/s/ Diane Chillemi
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Name: |
Diane Chillemi |
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Title: |
Vice President and Chief Financial Officer |
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