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February 1, 1998

Actual Merger

By John A. Byrne

Minneapolis-based Dean Rauscher, a full-service regional brokerage and investment bank, is acquiring Twin City rival Wessels, Arnold & Henderson in a deal valued at $150 million. The nominal purchase, which is expected to close March 31, includes $120 million in cash and $30 million in five-year subordinated debentures. The price tag is more than 13 times Wessel's estimated 1998 earnings.

Rob Gales, head of equity trading at Wessels, cited a strong combination in research expertise as reason for the agreement. "Dain has a proven background in financial-services and energy research," Gales said. "Wessels has a strong research staff in technology, healthcare and consumer-product [sectors]."

He added that Wessels agreed to the merger to have access to Dain's network of 1,200 retail brokers. "I also think with our office in Palo Alto, Dain can make a push to expand in California," Gales said.

William A. Johnstone, Dain's vice chairman, and Wessel's Chief Executive Kenneth J. Wessels will lead the transition team.