-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EwSyOr6g9SifxfOC4aMqz2DIVIxmvUEAopVVjD7wi+EYXDf2aR7kZ0dfj+xROlY4 v4126V7rN9CViA3VeJ90Vw== 0000950172-96-000516.txt : 19960828 0000950172-96-000516.hdr.sgml : 19960828 ACCESSION NUMBER: 0000950172-96-000516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960816 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960827 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL SERVICES ACQUISITION CORP /DE/ CENTRAL INDEX KEY: 0000931707 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 593262958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25056 FILM NUMBER: 96620873 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2122461000 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 8-K 1 8-K 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 ________________ August 16, 1996 Date of Report (Date of Earliest Event Reported) FINANCIAL SERVICES ACQUISITION CORPORATION ___________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Delaware 0-25056 59-3262958 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 667 Madison Avenue New York, New York (Address of Principal Executive Offices) 10021 (Zip Code) 212) 317-1000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 16, 1996, EBIC Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of Financial Services Acquisition Corporation (the "Registrant"), merged (the "Merger") with and into Euro Brokers Investment Corporation ("Euro Brokers"). The Merger was approved by the stockholders of Euro Brokers at a special meeting of Euro Brokers stockholders held on July 15, 1996 and by the stockholders of the Registrant at a special meeting of the Registrant's stockholders held on August 15, 1996 (the "Special Meeting"). The Merger occurred pursuant to an Agreement and Plan of Merger, dated as of March 8, 1996, as amended (the "Merger Agreement"), by and among the Registrant, Merger Sub and Euro Brokers. As a result of the Merger, Euro Brokers became a wholly owned subsidiary of the Registrant and each outstanding share of Euro Brokers common stock ("Euro Brokers Common Stock") was converted into the right to receive (i) 2.4263288 newly-issued shares of the Registrant's common stock, par value $.001 per share ("Common Stock"), (ii) 4.5274405 newly-issued series B redeemable common stock purchase warrants of the Registrant (the "Warrants"), (iii) $11.9398860 in cash, without interest and (iv) if any fractional interest in a share of Common Stock or a Warrant would be issuable pursuant to clauses (i) or (ii) above, the cash value of such fractional interest in lieu thereof (the consideration described in clauses (i) through (iv) above, together with any Escrow Amounts (as defined below) that ultimately become payable, collectively the "Merger Consideration"). In addition, with respect to each share of Euro Brokers Common Stock, .2695924 shares of Common Stock and $1.1966804 in cash have been deposited in escrow (collectively, the "Escrow Amounts") pending the making of certain post-Merger adjustments. Whether all, some or none of the Escrow Amounts are eventually released to holders of Euro Brokers Common Stock who have surrendered such shares in the Merger (or, alternatively, returned to the Registrant) will depend on the outcome of certain events (for example, the accuracy of certain representations and warranties made by Euro Brokers in the Merger Agreement) that cannot currently be predicted, although it is expected that final resolution with respect to the escrowed cash will occur by the end of 1996 and final resolution with respect to the escrowed shares will occur by September 1997. Accordingly, the aggregate Merger Consideration (including the Escrow Amounts) consists of (i) 4,505,666 shares of Common Stock (ii) 7,566,666 Warrants and (iii) approximately $22 million in cash. The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q of the Registrant, dated May 15, 1996. The Merger Agreement is incorporated herein by reference in its entirety and filed as an exhibit to this Report. The press releases issued by the Registrant on August 15, 1996 and August 16, 1996 with respect to the approval of the Merger Agreement at the Special Meeting and the consummation of the Merger, respectively, are each incorporated herein by reference in its entirety and filed as an exhibit to this Report. Euro Brokers, through its subsidiaries and affiliates, is a wholesale broker of money market instruments, derivatives and selected fixed income securities. It conducts its business through offices in major financial centers, including New York, London, Toronto, Tokyo and Hong Kong, and by means of correspondent relationships with other brokers throughout the world. Euro Brokers functions primarily as an intermediary, matching the needs of its customers, who are primarily multinational banks, securities dealers and other financial institutions. Euro Brokers had net income of approximately $3.5 million on revenues of approximately $174 million for the year ended 1995 and net income of approximately $3.5 million on revenues of approximately $49 million for the three months ended March 31, 1996 (unaudited). A further description of the business of Euro Brokers is incorporated by reference from the section captioned "Business of EBIC" in the Definitive Proxy Statement on Schedule 14A of the Registrant (the "Proxy Statement"), filed with the Securities and Exchange Commission (the "Commission") on July 18, 1996 (File No. 000-25056), which section is filed as an exhibit to this Report. FSAC currently intends to maintain Euro Brokers as a wholly owned subsidiary and, subject to any changes resulting from changing business conditions or revised strategic plans, to operate Euro Brokers in substantially the same manner as it operated prior to the Merger, while also seeking strategic opportunities to expand the business. The Merger Consideration was determined by negotiations between the Registrant and Euro Brokers, and was intended, subject to the above-described escrow arrangements, to provide Euro Brokers stockholders (i) with a post-Merger pro forma 50% ownership interest in the Registrant and (ii) with cash consideration in an amount that would generally equalize (subject to certain adjustments) the pre-Merger respective contributions of the Registrant's stockholders and Euro Brokers' stockholders to the post-Merger consolidated net worth of the Registrant. The cash portion of the Merger Consideration was funded primarily from the proceeds of the Registrant's initial public offering in December 1994 (the "IPO") and, to a lesser extent, from a post- Merger cash payment by Euro Brokers. In addition to approving the Merger at the Special Meeting, stockholders of the Registrant (i) approved certain amendments to the Registrant's Certificate of Incorporation (the "Charter Amendments"), (ii) elected eight persons to the Registrant's Board of Directors (effective upon consummation of the Merger) and (iii) adopted the Registrant's 1996 Stock Option Plan (the "Stock Option Plan"). The background of the Special Meeting, and of the Merger and the related transactions contemplated by the Merger Agreement, is more fully described in the Proxy Statement. The Charter Amendments provide for (x) immediately prior to the effectiveness of the Merger, an increase in the authorized shares of Common Stock from 14,000,00 to 30,000,000, and (y) immediately after the effectiveness of the Merger, (1) the classification of the Board of Directors into three classes serving staggered terms, with the initial number of directors to be eight, (2) the elimination of the ability of stockholders to act by written consent, (3) the restriction of the ability to call special meetings of stockholders to the Chairman and the President of the Registrant or to an affirmative vote of a majority of the Board of Directors and (4) a requirement of an 80% supermajority vote to amend any of the provisions described in this clause (y). A further description of the Charter Amendments is incorporated by reference from the sections captioned "Proposal 3: Amendment to Article Sixth" and "Proposal 4: Additional Common Stock Amendment" in the Proxy Statement, which sections are filed as exhibits to this Report. The eight directors elected to the Board of Directors of the Registrant, and the classes to which they were elected, were: Director Class Gilbert D. Scharf Class III Michael J. Scharf Class III Larry S. Kopp Class III Donald R.A. Marshall Class II Denis Martin Class II William B. Wigton Class II James W. Stevens Class I Frederick B. Whittemore Class I Class I directors will serve an initial one-year term expiring at the Registrant's 1997 annual meeting, Class II directors will serve an initial two-year term expiring at the Registrant's 1998 annual meeting and Class III directors will serve an initial three-year term expiring at the Registrant's 1999 annual meeting. Starting with the 1997 annual meeting and continuing for each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. All of the directors, other than Messrs. Marshall, Wigton and Stevens, were members of the Registrant's Board of Directors prior to the Merger. Messrs. Marshall and Stevens were designees of Euro Brokers pursuant to the Merger Agreement, and Mr. Wigton replaced Mr. William D. Birch, who resigned effective upon consummation of the Merger. Mr. Marshall is and remains the President and Chief Executive Officer of Euro Brokers and, pursuant to the Merger Agreement, is to be appointed Vice Chairman of the Registrant. Mr. Gilbert Scharf is and remains Chairman, President and Chief Executive Officer of the Registrant and has been appointed Vice Chairman of Euro Brokers. The Stock Option Plan reserves 1,800,000 shares of Common Stock for issuance. Pursuant to the Stock Option Plan, no individual may be granted an option or options for more than 500,000 shares of Common Stock in any calendar year. No options may be granted under the Stock Option Plan after the tenth anniversary of its adoption. The foregoing summary of the Stock Option Plan is not complete and is qualified in its entirety by reference to the full text of the plan, which was filed as Exhibit 10.11 to the Registration Statement on Form S-4 of the Registrant (Reg. No. 333-06753), filed with the Commission on June 25, 1996, and is incorporated herein by reference in its entirety and filed as an exhibit to this Report. In connection with and as a condition to consummation of the Merger, the Registrant also entered into a Registration Rights Agreement, dated as of August 16, 1996 (the "Registration Rights Agreement"), providing certain demand and ancillary registration rights, in each case only effective for periods after November 30, 1996, with respect to all shares of Common Stock (including shares received upon exchange or exercise of the Warrants) then held by Welsh, Carson, Anderson & Stowe VI, L.P. (Euro Brokers' majority stockholder immediately prior to the Merger) and certain related investors, certain current members of Euro Brokers' management and the initial stockholders of the Registrant (prior to the IPO). The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of the Registration Rights Agreement, which is incorporated herein by reference in its entirety and filed as an exhibit to this Report. In connection with the Merger, the Registrant also (i) consummated a previously-announced agreement providing for the exchange of an aggregate of 225,000 newly-issued shares of Common Stock for all 333,333 of the Registrant's outstanding unit purchase options granted to its IPO underwriters and their designees and (ii) redeemed, at a price of approximately $5.30 per share, 136,000 shares of Common Stock validly tendered for redemption pursuant to the initial business combination redemption rights granted under the Registrant's Certificate of Incorporation to holders of Common Stock issued in the IPO. Giving effect to these transactions and assuming the issuance of the entirety of the Merger Consideration, the Registrant will have outstanding 9,011,332 shares of Common Stock and 15,133,332 Warrants. ITEM 7. FINANCIAL STATEMENTS (A) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED. The financial statements required pursuant to Item 7(a) have not been included in this filing because it was impracticable at the time hereof. The registrant will file such financial statements as soon as practicable, but not later than October 30, 1996. (B) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information required pursuant to Item 7(b) have not been included in this filing because it was impracticable at the time hereof. The registrant will file such pro forma financial information as soon as practicable, but not later than October 30, 1996. (C) EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of March 8, 1996, as amended, by and among the Registrant, EBIC Acquisition Corp. and Euro Brokers Investment Corporation (incorporated herein by reference to Exhibit 2.1 of the Quarterly Report on Form 10-Q of the Registrant (File No. 0-25056), dated May 15, 1996). 2.5 Registration Rights Agreement, dated as of August 16, 1996, by and among the Registrant and the persons listed in Annexes I, II and III thereto. 10.11 Financial Services Acquisition Corporation 1996 Stock Option Plan (incorporated herein by reference to Exhibit 10.11 of the Registration Statement on Form S-4 of the Registrant (Reg. No. 333-06753), filed June 25, 1996). 20.1 Press Release, dated August 15, 1996. 20.2 Press Release, dated August 16, 1996 99.1 Sections captioned "Business of EBIC," "Proposal 3: Amendment to Article Sixth" and "Proposal 4: Additional Common Stock Amendment," at pages 86-90, 98- 101 and 101-102, respectively, of the Definitive Proxy Statement on Schedule 14A of the Registrant (File No. 0-25056), filed July 18, 1996 (incorporated herein by reference therefrom). SIGNATURE 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. FINANCIAL SERVICES ACQUISITION CORPORATION By: /s/ Gilbert Scharf _______________________________ Name: Gilbert Scharf Title: Chairman of the Board, President and Chief Executive Officer Date: August 26, 1996 EXHIBIT INDEX Exhibit No. Description Page No. 2.1 Agreement and Plan of Merger, dated as of March 8, 1996, as amended, by and among the Registrant, EBIC Acquisition Corp. and Euro Brokers Investment Corporation (incorporated herein by reference to Exhibit 2.1 of the Quarterly Report on Form 10-Q of the Registrant (File No. 0- 25056), dated May 15, 1996). 2.5 Registration Rights Agreement, dated as of August 15, 1996, by and among the Registrant and the persons listed on Annexes I, II and III thereto. 10.11 Financial Services Acquisition Corporation 1996 Stock Option Plan (incorporated herein by reference to Exhibit 10.11 of the Registration Statement on Form S-4 of the Registrant (Reg. No. 333-06753), filed June 25, 1996). 20.1 Press Release, dated August 15, 1996 20.2 Press Release, dated August 16, 1996 99.1 Sections captioned "Business of EBIC," "Proposal 3: Amendment to Article Sixth" and "Proposal 4: Additional Common Stock Amendment," at pages 86-90, 98- 101 and 101-102, respectively, of the Definitive Proxy Statement on Schedule 14A of the Registrant (File No. 0-25056), filed July 18, 1996 (incorporated herein by reference therefrom). EX-2 2 EXHIBIT 2.5 - REGISTRATION RIGHTS AGREEMENT CONFORMED COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 16, 1996, by and among Financial Services Acquisition Corporation, a Delaware corporation (the "Company"), and the stockholders listed on Annexes I, II and III hereto and signatory hereto (the "Stockholders"). WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of March 8, 1996 (the "Merger Agreement"), with EBIC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company ("Sub"), and Euro Brokers Investment Corporation, a Delaware corporation ("Euro Brokers"), providing for, among other things, the merger (the "Merger") of Sub with and into Euro Brokers; and WHEREAS, this Agreement is being entered into in connection with and as a condition to the parties thereto closing the Merger and the other transactions contemplated under the Merger Agreement; NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties signatory hereto agree as follows: 1. Certain Definitions. As used herein, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" shall mean the Common Stock, $.001 par value, of the Company as constituted as of the date of this Agreement, subject to adjustment pursuant to the provisions of Section 7 hereof. "EBIC Management Shares" shall mean (i) all shares of Common Stock (including without limitation the Merger Escrow Shares and any shares of Common Stock issued in respect of New Options (as defined in the Merger Agreement)) issued to the EBIC Management Stockholders in connection with the Merger and (ii) any additional shares of Common Stock issued in respect of the Merger Warrants held by the EBIC Management Stockholders (including any Warrants issued as part of the New Options), whether upon exercise thereof pursuant to their terms, upon the exchange thereof pursuant to the Exchange Offer (as defined in the Merger Agreement) or otherwise. "EBIC Management Stockholders" shall mean those persons listed on Annex II hereto. "Exchange Act" shall mean the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Existing Registration Obligations" shall mean (i) the registration obligations of the Company under that certain Warrant Agreement, dated November 30, 1994, between the Company and Continental Stock Transfer Trust Company, and (ii) the registration obligations of the Company under that certain Unit Purchase Option, dated November 30, 1994 and granted by the Company to certain persons and entities. "FSAC Management Escrow Shares" shall mean all 833,333 FSAC Management Shares that have been deposited in escrow pursuant to the terms of that certain Stock Escrow Agreement, dated November 30, 1994, between the Company, Continental Stock Transfer & Trust Company and the FSAC Management Stockholders. "FSAC Management Shares" shall mean (i) the aggregate 1,430,333 shares of Common Stock currently held by the Management Stockholders (including the FSAC Management Escrow Shares) and (ii) any additional shares of Common Stock issued in respect of the conversion, pursuant to their terms, or the exchange, pursuant to the Exchange Offer (as defined in the Merger Agreement) or otherwise, of the FSAC Management Warrants. "FSAC Management Stockholders" shall mean those persons listed on Annex III hereto. "FSAC Management Warrants" shall mean (i) the aggregate 1,399,000 Warrants currently held by the FSAC Management Stockholders and (ii) any securities (other than Common Stock) issued upon exchange, adjustment or transfer of any such Warrants. "Investor Shares" shall mean (i) all shares of Common Stock (including without limitation the Merger Escrow Shares and any shares of Common Stock issued in respect of New Options) issued to the Investor Stockholders in connection with the Merger and (ii) any additional shares of Common Stock issued in respect of the Merger Warrants held by the Investor Stockholders (including any Warrants issued as part of the New Options), whether upon the exercise thereof pursuant to their terms, upon the exchange thereof pursuant to the Exchange Offer (as defined in the Merger Agreement) or otherwise. "Investor Stockholders" shall mean those persons listed on Annex I hereto. "Management Shares" shall mean, collectively, the EBIC Management Shares and the FSAC Management Shares. "Management Stockholders" shall mean, collectively, the EBIC Management Stockholders and the FSAC Management Stockholders. "Merger Escrow Shares" shall mean all Investor Shares and EBIC Management Shares that, pursuant to the terms of the Merger Agreement and that certain Escrow Agreement, dated as of March 8, 1996, among the Company, Sub, Euro Brokers, United States Trust Company of New York, as escrow agent, and certain others, have been deposited into escrow to pay, if applicable, certain indemnification and other obligations arising under the Merger Agreement. "Merger Warrants" shall mean (i) all Warrants issued to the Investor Stockholders and the EBIC Management Stockholders in connection with the Merger and (ii) any securities (other than Common Stock) issued upon exchange, adjustment or transfer of any such Warrants. "Public Sale" shall mean any sale or other disposition of Common Stock to the public pursuant to an offering registered under the Securities Act or pursuant to the provisions of Rule 144 (or any successor or similar rule) adopted under the Securities Act. "Registrable Stock" shall mean the Investor Shares, the Management Shares and any securities issued upon exchange, adjustment or transfer of any of such shares, subject to adjustment pursuant to the provisions of Section 7 hereof, provided, however, that neither the Merger Escrow Shares nor the FSAC Management Escrow Shares shall be deemed to constitute shares of Registrable Stock for purposes of the registration rights granted pursuant to Sections 2 or 3 below until such time as such shares shall have been released from escrow. As to any particular Registrable Stock, such securities shall cease to be Registrable Stock when they have been sold or otherwise disposed of pursuant to a Public Sale. "Registration Expenses" shall mean the expenses so described in Section 5 hereof. "Securities Act" shall mean the Securities Act of 1933 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling Expenses" shall mean the expenses so described in Section 5 hereof. "Warrants" shall mean the Redeemable Common Stock Purchase Warrants of the Company. 2. Required Registration. (a) At any time after October 1, 1996, (i) in the case of the first such request, the holders of Investor Shares representing at least a majority of the total outstanding Investor Shares constituting Registrable Stock at such time, and (ii) in the case of the second such request, the holders of at least a majority of the total outstanding Registrable Stock at such time, may request the Company to register under the Securities Act all or any portion of the Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided, however, that (x) the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock and (y) the Company shall take all necessary steps to ensure that the first registration of Registrable Stock pursuant to a request made under this Section 2 is not declared or deemed effective by the Commission prior to November 30, 1996. (b) Promptly following receipt of any notice under paragraph (a) above, the Company shall notify each holder of Management Shares and any other holders of Registrable Stock of whom the Company is aware from whom notice has not been received and shall, subject to the proviso to said paragraph (a), use its best efforts to register under the Securities Act, for Public Sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registrable Stock specified in such notice (and in any notices received from other holders pursuant to this paragraph (b) within 20 days after their receipt of such notice from the Company). If the holders of a majority of the Registrable Stock requesting registration specify an underwritten public offering, the Company shall designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the Registrable Stock covered by the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Registrable Stock pursuant to this Section 2 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 2 shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition (subject to clauses (i) and (ii) of paragraph (d) below) specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any registration of its Common Stock to be sold for cash for its own account from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby or withdrawal of the registration. (d) Notwithstanding anything to the contrary contained in this Section 2: (i) The number of Management Shares included in the Registrable Stock to be included in any registration statement referred to in this Section 2 for which the requested method of disposition is an underwritten public offering may be reduced (pro rata among the requesting holders of Management Shares based upon the number of Management Shares so requested to be registered) if and to the extent that in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Stock to be sold, provided, however, that if the Company has determined to include in such registration statement shares of Common Stock to be sold for its own account, as contemplated by Section 2(c) above, any reduction shall first be made, if and to the extent necessary, from such shares (including a reduction to zero) before any reduction is made from the shares requested to be registered by the requesting holders of Management Shares. (ii) The number of shares of Registrable Stock to be included in any registration statement referred to in this Section 2 for which the method of disposition is other than an underwritten public offering shall not, prior to June 30, 1997, exceed a number equal to 50% of the number of shares of Registrable Stock then outstanding, provided, however, that such limitation shall not apply if, at any time prior to the request for such registration, the product obtained by multiplying (x) the number of outstanding shares of Common Stock by (y) the closing price of a share of Common Stock in the principal securities market in which the Common Stock shall be traded shall have exceeded $100 million for 20 consecutive trading days. (iii) The Company shall not be required to file a registration statement pursuant to this Section 2, (x) during any period of time when (A) the Company is contemplating an underwritten public offering of its equity securities and, in the judgment of the managing underwriter thereof, such filing would adversely affect the contemplated offering, (B) the Company is in possession of material nonpublic information the disclosure of which in such registration statement it reasonably believes would be detrimental to the Company at such time or (C) the Company is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion therein or (y) during the pendency of the Exchange Offer or within 60 days after the consummation or termination thereof. The aggregate delays or postponements by the Company of the filing of a registration statement pursuant to clause (x) of this Section 2(d)(iii) shall not exceed 60 days. 3. Incidental Registration. If the Company at any time after November 30, 1996 (other than pursuant to Section 2 hereof or in connection with the Exchange Offer or pursuant to its Existing Registration Obligations) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Forms S-4 or S-8 (or any successor forms), a registration pursuant to an employee benefit plan or a registration of securities on a form which does not permit the inclusion of securities sold in a secondary offering), it will give written notice at such time to all holders of whom it is aware of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, given within 30 days after receipt of any such notice by the Company, to register any of its Registrable Stock (in accordance, subject to the following sentence, with the method of disposition being used by the Company as specified in the Company's notice), the Company will use its best efforts to cause the Registrable Stock as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Stock so requested to be registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 3 to register Registrable Stock shall specify that either (i) such Registrable Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Registrable Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that no reduction of the number of shares of Registrable Stock so to be included in such registration shall be made if any shares are to be included therein for the account of any person other than the Company or another holder pursuant to a demand registration right existing at the date of this Agreement or permitted hereby. Notwithstanding the foregoing, the Company may at any time in its discretion withdraw, without the consent of any requesting holders, a registration statement that the Company had filed or proposed to file pursuant to this Section 3 and abandon the proposed offering in which any requesting holder or holders had requested to participate. 4. Registration Procedures. (a) If and whenever the Company is required by the provisions of Section 2 or 3 hereof to use its best efforts to effect the registration of any of the Registrable Stock under the Securities Act, the Company will: (i) prepare (and afford a single counsel for the selling holders of Registrable Stock reasonable opportunity to review and comment thereon) and file with the Commission as soon as practicable (but in a any event within 60 days of receipt of a request from requesting holders pursuant to Section 2 hereof) a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the underwritten sale of the Registrable Stock (which, in the case of an underwritten public offering pursuant to Section 2 hereof, shall be Form S-1, S-3 or another form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become effective and to remain effective until, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it, and, in the case of any other registration, until the earlier of (x) the sale of all Registrable Stock covered thereby and (y) 120 days after the effective date thereof. (ii) prepare (and afford a single counsel for the selling holders of Registrable Stock reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (i) above and as comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the method(s) of disposition set forth in such registration statement for such period; (iii) furnish to each seller and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the Public Sale of the Registrable Stock covered by such registration statement; (iv) use its best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as a majority in interest of the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request (provided that the Company will not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (iv) or (y) take any action that would subject it to taxation in any such jurisdiction or to general service of process in any jurisdiction); (v) immediately notify each seller under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vi) use its reasonable best efforts (if the offering is underwritten) to furnish, at the request of holders of a majority in interest of the Registrable Stock being sold, on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (x) an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements contained therein) and (C) to such other effects as are customarily covered in such opinions given in connection with such registrations and are reasonably requested by counsel for the underwriters or by such sellers or their counsel, and (y) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such sellers, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as are customarily covered in such letters given in connection with such registrations and are reasonably requested by such underwriters or sellers; (vii) make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, in each case, subject to the Company's prior receipt from such persons of appropriate agreements to maintain the confidentiality of any such records, documents and information; and (viii) if such registration covers a firm commitment underwritten public offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature, provided that such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof and provided, further, that the time and place of the closing under said agreement shall be as mutually agreed upon between the Company and such managing underwriter. (b) In connection with each registration hereunder, the selling holders of Registrable Stock will: (i) furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws or as shall reasonably be requested by the Company or its counsel; and (ii) not effect any public sale or distribution of the issue being registered or any equity security of the Company, or any securities convertible into or exchangeable or exercisable for such equity securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested by the Company or the managing underwriter. (c) Each seller of Registrable Stock agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(a)(v) that requires the preparation of a supplement or amendment to such prospectus, such seller will forthwith discontinue disposition of Registrable Stock pursuant to the registration statement covering such Registrable Stock until such seller's receipt of the copies of the supplemented or amended prospectus, and, if so directed by the Company, such seller will deliver to the Company all copies, other than permanent file copies, then in such seller's possession, of the most recent prospectus covering such Registrable Stock at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice hereof to the date when the Company shall make available to the sellers of Registrable Stock a supplemented or amended prospectus. (d) In connection with each registration pursuant to Sections 2 and 3 hereof covering an underwritten public offering, no holder of Registrable Stock may participate in any registration hereunder unless such holder (i) agrees to sell its Registrable Stock on the basis provided in the underwriting arrangements applicable to such registration (appropriately modified if such sales are not covered by such underwriting) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as are required to be executed under the terms of such underwriting arrangements, subject, however, to the provisions of Section 6 hereof. 5. Expenses. All expenses incurred by the Company in complying with Sections 2 and 3 hereof, including without limitation all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance and reasonable fees and expenses of a single counsel for the sellers of Registrable Stock, but excluding any Selling Expenses, are herein called "Registration Expenses." All underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Stock and any out-of-pocket expenses (other than the single counsel described above) of the sellers (or agents who manage their accounts) are herein called "Selling Expenses." The Company will pay all Registration Expenses in connection with each registration statement filed pursuant to Section 2 or 3 hereof. All Selling Expenses in connection with any registration statement filed pursuant to Section 2 or 3 hereof shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such persons other than the Company (except to the extent the Company shall be a seller) as they may agree. 6. Indemnification. In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Section 2 or 3 hereof, the Company will indemnify and hold harmless each seller of such Registrable Stock thereunder and each underwriter of Registrable Stock thereunder and each officer, director and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller or underwriter or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Stock was registered under the Securities Act pursuant to Section 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by or on behalf of such seller, such underwriter or such controlling person in writing specifically for use in such registration statement or prospectus or any amendment or supplement thereof. In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Section 2 or 3 hereof, each seller of such Registrable Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company and each officer, director and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Stock was registered under the Securities Act pursuant to Section 2 or 3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus or any amendment or supplement thereof, provided, further, however, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Registrable Stock covered by such registration statement. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 8. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and, in the opinion of counsel reasonably satisfactory to the indemnifying party a material conflict of interest exists between the indemnifying party and the indemnified party in connection with such action, the indemnified party shall have the right to select a separate counsel (reasonably acceptable to the Company) and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for all indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. If the indemnification provided for in the first two paragraphs of this Section 6 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the sellers of such Registrable Stock, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company, on the one hand, or the sellers of such Registrable Stock, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the sellers of Registrable Stock agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation (even if all of the sellers of such Registrable Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, the sellers of such Registrable Stock shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Common Stock sold by each of them was offered to the public exceeds the amount of any damages which they would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. 7. Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed and shall apply to any securities received in any such transaction. 8. Rule 144 Reporting. The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as any holder of Registrable Stock may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time. Upon the request of such holder, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 9. Other Registration Rights Agreements. (a) All rights heretofore granted by the Company or Euro Brokers (i) to the FSAC Management Stockholders relating to the registration of the FSAC Management Shares or (ii) to the Investor Stockholders or the EBIC Management Stockholders pursuant to the Registration Rights Agreement dated as of May 19, 1994 (the "Original Registration Rights Agreement") among Euro Brokers, the Investor Stockholders and the EBIC Management Stockholders, are hereby terminated and superseded by the rights granted by the Company as provided in this Agreement, and the Original Registration Rights Agreement and any and all previously existing registration rights granted to the Management Stockholders or the Investor Stockholders are hereby canceled, waived and shall have no further force or effect. Notwithstanding the foregoing, nothing in this Agreement shall cancel, waive or otherwise affect any of the Existing Registration Obligations (or constitute a cancellation or waiver of any rights of any person or entity under any of the Existing Registration Obligations). (b) Nothing herein shall prohibit or limit the Company from entering into an agreement providing holders of securities which may hereafter be issued by the Company with such registration rights exercisable at such time or times and in such manner as the Board of Directors shall deem in the best interests of the Company so long as the performance by the Company of its obligations under such other agreement will not cause the Company to breach its obligations to the holders of Registrable Stock hereunder. 10. Miscellaneous. (a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto, including, without limitation, the rights to indemnification under Section 6 hereof, shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, the registration rights conferred herein on the holders of Registrable Stock shall inure to the benefit of any and all subsequent holders from time to time of the Registrable Stock (but only so long as such Registrable Stock remains Registrable Stock). (b) So long as Registrable Stock remains subject to this agreement, the Company will not enter into any merger, consolidation, sale of substantially all of its assets or other transaction in which it is not the surviving entity unless the acquiror shall expressly assume by a supplemental agreement, executed and delivered to the remaining holders of Registrable Stock, in form satisfactory to holders of a majority of the Registrable Stock then remaining, the due and punctual performance of every covenant of this Agreement on the part of the Company to be performed and observed with respect to the Registrable Stock after such transaction. (c) All notices, requests, consents and other communications hereunder shall be in writing and shall be mailed by first class registered mail, postage prepaid, addressed as follows: if to the Company, to it at 667 Madison Avenue, 11th Floor, New York, New York 10021, Attention: Gilbert Scharf; if to any holder of Registrable Stock, to it at its address as set forth in Annex I, Annex II or Annex III hereto; if to any subsequent holder of Registrable Stock, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a holder of Registrable Stock), or to the holders of Registrable Stock (in the case of the Company). (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (e) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, whether oral or written, relating to the subject matter hereof. This Agreement may not be modified or amended, and the provisions hereof may not be waived, except in writing signed by each of (i) the Company, (ii) Management Stockholders then holding, in the aggregate, a majority of the Registrable Stock then held by all Management Stockholders as a whole and (iii) Investor stockholders then holding, in the aggregate, a majority of the Registrable Stock then held by all Investor Stockholders as a whole. (f) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective as to each holder of Registrable Stock upon such holder's execution of a counterpart after execution of a counterpart by the Company. (g) The Company shall not hereafter enter into any agreement with respect to its securities that grants any person or entity any registration rights with respect to the Company's securities that take precedence over the rights granted to the Stockholders hereunder, provided, however that the Company shall have the right to grant registration rights on a basis substantially identical to those provided in this Agreement with respect to additional shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) issued to any stockholder. Please indicate your acceptance of the foregoing by signing and returning the enclosed counterpart of this Agreement, whereupon this Agreement shall become binding upon the Company and you. Very truly yours, FINANCIAL SERVICES ACQUISITION CORPORATION By /s/ Gilbert D. Scharf Title: AGREED TO AND ACCEPTED as of the date first above written. WELSH, CARSON, ANDERSON & STOWE VI, L.P. By WCAS VI Partners, L.P., General Partner By /s/ Laura Van Buren _________________________ General Partner WCAS INFORMATION PARTNERS, L.P. By WCAS INFO Partners, General Partner By /s/ Laura Van Buren _________________________ General Partner /s/ Laura Van Buren, Attorney-in-fact for Patrick J. Welsh __________________________ Patrick J. Welsh /s/ Laura Van Buren, Attorney-in-fact for Russell L. Carson __________________________ Russell L. Carson /s/ Laura Van Buren, Attorney-in-fact for Bruce K. Anderson ___________________________ Bruce K. Anderson /s/ Laura Van Buren, Attorney-in-fact for Richard H. Stowe ___________________________ Richard H. Stowe DE CHARTER TRUST CO., as Trustee FBO the IRA/Rollover of Richard H. Stowe By /s/ Richard H. Stowe ___________________________ /s/ Thomas E. McInerney _____________________________ Thomas E. McInerney /s/ Andrew M. Paul _____________________________ Andrew M. Paul /s/ James B. Hoover _____________________________ James B. Hoover DE CHARTER TRUST CO., as Trustee FBO the IRA/Rollover of James B. Hoover By /s/ James B. Hoover ___________________________ /s/ Robert A. Minicucci _____________________________ Robert A. Minicucci /s/ Anthony J. DeNicola _____________________________ Anthony J. DeNicola /s/ Laura Van Buren _____________________________ Laura Van Buren David F. Bellet, Trustee, Profit Sharing Plan DCJSC - Custodian FBO David F. Bellet /s/ David F. Bellet _____________________________ David F. Bellet /s/ Donald R.A. Marshall _____________________________ Donald R.A. Marshall /s/ Alistair H. Johnstone _____________________________ Alistair H. Johnstone /s/ Keith E. Reihl _____________________________ Keith E. Reihl /s/ Brian G. Clark _____________________________ Brian G. Clark /s/ Walter E. Dulski _____________________________ Walter E. Dulski /s/ Gilbert Scharf _____________________________ Gilbert Scharf /s/ Michael J. Scharf _____________________________ Michael J. Scharf /s/ Denis Martin _____________________________ Denis Martin /s/ Larry S.Kopp _____________________________ Larry S. Kopp /s/ William D. Birch _____________________________ William D. Birch /s/ Frederick B. Whittemore _____________________________ Frederick B. Whittemore ANNEX I Investor Stockholders Welsh, Carson, Anderson & Stowe VI, L.P. WCAS Information Partners, L.P. Patrick J. Welsh Russell L. Carson Bruce K. Anderson Richard H. Stowe DE Charter Trust Co., as Trustee FBO the IRA/Rollover of Richard H. Stowe Thomas E. McInerney Andrew M. Paul James B. Hoover DE Charter Trust Co., as Trustee FBO the IRA/Rollover of James B. Hoover Robert A. Minicucci Anthony J. deNicola Laura Van Buren David F. Bellet, Trustee, Profit Sharing Plan DLJSC - Custodian FBO David F. Bellet c/o Welsh, Carson, Anderson & Stowe One World Financial Center New York, New York 10281 ANNEX II EBIC Management Stockholders Donald R.A. Marshall [Address] Alistair H. Johnstone [Address] Keith E. Reihl [Address] Brian G. Clark [Address] Walter E. Dulski [Address] ANNEX III FSAC Management Stockholders Gilbert Scharf [Address] Michael J. Scharf [Address] Denis Martin [Address] Larry S. Kopp [Address] William D. Birch [Address] Frederick B. Whittemore [Address] EX-20 3 EXHIBIT 20.1 - PRESS RELEASE Financial Services Acquisition Corporation FOR IMMEDIATE RELEASE FSAC STOCKHOLDERS APPROVE MERGER AGREEMENT TO ACQUIRE EURO BROKERS INVESTMENT CORPORATION NEW YORK, NEW YORK - AUGUST 15, 1996 - Financial Services Acquisition Corporation (FSAC) announced today that its stockholders have approved FSAC's previously announced proposal to acquire Euro Brokers Investment Corporation, (Euro Brokers) with Euro Brokers to become a wholly owned subsidiary of FSAC. The stockholders of Euro Brokers previously approved the acquisition in July. FSAC expects to consummate the acquisition by the close of the day on Friday, August 16, 1996. FSAC is a public company specifically organized for the purpose of acquiring an operating business in the financial services industry. Euro Brokers is a privately held international and domestic inter-dealer broker for a broad range of financial instruments. (Contact: FSAC - Gilbert Scharf, Chairman and C.E.O., 667 Madison Avenue, New York, NY 10021 (212) 317-1000). FSAC 667 Madison Avenue, New York, New York 10021 Tel. 212-246-1000 Fax. 212-246-1514 EX-20 4 EXHIBIT 20.2 - PRESS RELEASE Financial Services Acquisition Corporation FOR IMMEDIATE RELEASE FINANCIAL SERVICES ACQUISITION CORPORATION ACQUIRES EURO BROKERS, A LEADING INTER-DEALER BROKERAGE New York, New York - August 16, 1996: Financial Services Acquisition Corporation (FSAC) announced today that it has completed the acquisition of Euro Brokers Investment Corporation. As a result of the acquisition, Euro Brokers became a wholly-owned subsidiary of FSAC and each former holder of Euro Brokers common stock is entitled to receive per share consideration consisting of approximately (i) 2.43 shares of FSAC common stock, (ii) 4.53 redeemable common stock purchase warrants of FSAC and (iii) $11.94 in cash. In addition, approximately .27 shares of FSAC common stock and $1.20 in cash have been deposited in escrow with respect to each share formerly held by Euro Brokers stockholders, for possible release to such stockholders pending certain post-merger adjustments. Gilbert Scharf, Chairman, President and Chief Executive Officer of FSAC, stated: "This is an outstanding acquisition and an exciting day for FSAC's stockholders. Euro Brokers is one of the world's leading inter-dealer brokerage firms that specializes in money market instruments, derivatives and fixed income securities. It has a technologically advanced international infrastructure and a very strong management team. We are looking forward to working with Donald Marshall and the team at Euro Brokers to take advantage of our growth potential and establish Euro Brokers as the pre-eminent broker in each of its products and certain new products as well." Euro Brokers had net income of approximately $3.5 million on revenues of approximately $174 million for the year ended 1995 and net income of approximately $3.5 million on revenues of approximately $49 million for the three months ended March 31, 1996 (unaudited). Donald R.A. Marshall, the current President and Chief Executive Officer of Euro Brokers, who will remain in such positions and also become Vice-Chairman of FSAC, said: "We are delighted to join forces with Gil Scharf, who has had a distinguished record in the securities business while occupying important positions at Morgan Stanley and Lazard Brothers in London. The acquisition rewards Euro Brokers stockholders for the firm's past successes and, through the alliance with FSAC, positions Euro Brokers to achieve continued dynamic growth." In connection with the acquisition, FSAC stockholders also elected a slate of eight directors, adopted a stock option plan and approved charter amendments that, among other things, increased FSAC's authorized share capital, eliminated the ability of stockholders to act by written consent and to call special stockholder meetings and implemented a three- class staggered board of directors. A proposal to change FSAC's name was withdrawn prior to the vote. FSAC also consummated a previously-announced agreement providing for the exchange of an aggregate of 225,000 newly-issued shares of its common stock for all 333,333 of its outstanding unit purchase options granted to its original underwriters. (Contact: FSAC - Gilbert D. Scharf, Chairman, President and Chief Executive Officer, 667 Madison avenue, New York, NY 10021 -- (212) 317-1000) -----END PRIVACY-ENHANCED MESSAGE-----