Registration Number
333-27997 filed
pursuant to Rule
424(b)(3)
GLOBE BUSINESS RESOURCES, INC.
70,000 shares of Common Stock
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This Prospectus relates to 70,000 shares of Common Stock, without par
value, of Globe Business Resources, Inc., an Ohio corporation ("Globe" or the
"Company"). The shares are being offered for sale by Thomas J. Koch &
Associates, Inc. (the "Selling Shareholder"). The Selling Shareholder acquired
the 70,000 shares offered hereby in connection with an acquisition by Globe of
the Selling Shareholder's assets of Thomas J. Koch & Associates, Inc. in
December 1996.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholder. See "The Selling Shareholder." The Company will receive
none of the proceeds from the sale of the Common Stock by the Selling
Shareholder but will pay certain of the expenses of this offering. The Selling
Shareholder will bear certain costs of this offering, including the commissions
and discounts of any underwriters, dealers and agents and the legal expenses of
the Selling Shareholder. The Common Stock may be sold directly or through
underwriters, dealers or agents in market transactions or privately-negotiated
transactions. See "Plan of Distribution." Globe Common Stock is quoted in the
Nasdaq National Market under the symbol "GLBE." On June 9, 1997, the closing
sales price of the Globe Common Stock was $10 1/4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 10, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission") under File No. 0-27682. Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York; and at Northwestern Atrium, 500
West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above. In addition, material filed by the
Company can be obtained and inspected at the offices of The Nasdaq Stock Market,
Inc., 9513 Key West Avenue, Rockville, Maryland, 20850, on which the Company's
Common Stock is quoted. The Company files its reports, proxy statements and
other information with the Commission electronically, and the Commission
maintains a Web site located at http://www.sec.gov containing such reports,
proxy statements and other information.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(Number 333- 27997) filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the shares offered hereby. Any
statements contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, reference is made to such copy
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended February 28, 1997.
(2) Registration Statement on Form 8-A, Commission File No. 0-27682, filed on
February 2, 1996, registering the Company's Common Stock under Section 12
of the Exchange Act, which describes the class of securities being
registered hereunder.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering of the shares offered hereby, shall be
deemed to be incorporated by reference into this Prospectus and to be part
hereof.
<PAGE>
Statements contained in the documents incorporated by reference shall be
deemed to be modified and superseded to the extent that statements contained
herein modify or supersede such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
VICTORIA L. CHESTER, SENIOR VICE PRESIDENT - PLANNING AND SECRETARY OF THE
COMPANY, 1925 GREENWOOD AVENUE, CINCINNATI, OHIO 45246, PHONE (513) 771-8221.
THE COMPANY
Globe is a major participant in the temporary relocation industry,
operating in the rent-to-rent furniture business as well as in corporate
housing. The rent-to-rent furniture business serves both corporate and
individual customers who generally have immediate, temporary needs for office or
residential furniture but who typically do not seek ownership. Office furniture
customers range from large corporations who desire flexibility to meet their
temporary and transitional needs, to small businesses and professionals who need
office furniture but seek to conserve capital. Residential furniture customers
include "institutional customers" (consisting of apartment property management
companies and corporate housing specialists that provide short-term leased
housing to relocated, transferred and temporary personnel), and individual
customers.
The rent-to-rent segment in furniture rental is differentiated from the
rent-to-own segment primarily by the terms of the rental arrangements and the
type of customers served. Rent-to-rent customers generally desire high-quality
furniture to meet temporary needs, have good credit and pay by the month.
Typically, these customers do not seek to acquire the property rented. By
contrast, rent-to-own arrangements are generally made by customers without
established credit whose objective is to acquire ownership of the property by
renting it through the full term of the lease. Those arrangements typically
involve weekly payments made over 18 to 24 months.
The corporate housing business provides short-term leased housing, or
"furnished apartments," to transferring or temporarily assigned corporate
personnel, government agency employees and other individuals. Corporate housing
operators typically maintain an inventory of leased housing units, although some
operators own a portion of their units. Most corporate housing operators lease
their furniture, housewares and electronics, but a small percentage of operators
maintain their own furniture inventory and a greater percentage maintain their
own housewares and electronics inventories.
<PAGE>
Globe was incorporated under the laws of the State of Ohio in 1989. Its
executive offices are located at 1925 Greenwood Avenue, Cincinnati, Ohio 45246;
telephone number (513) 771-8221.
SELLING SHAREHOLDER
The 70,000 shares being sold in this offering are being sold by the Selling
Shareholder. The Selling Shareholder owns no shares of Globe Common Stock other
than those offered for sale by this Prospectus, and if all shares offered hereby
are sold, the Selling Shareholder will own no shares of Globe Common Stock.
On December 16, 1997, Globe purchased substantially all of the assets of
the Selling Shareholder for cash, promissory notes and the shares of Globe
Common Stock offered hereby. The assets purchased are utilized in the corporate
and interim housing business.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares being sold in
this offering.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time directly by the Selling
Shareholder. Alternatively, the Selling Shareholder may from time to time offer
the Common Stock through underwriters, dealers or agents. The distribution of
the Common Stock by the Selling Shareholder may be effected from time to time in
one or more transactions that may take place on the over-the-counter market
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker/dealers for resale of such securities as
principals, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by these
holders in connection with such sales.
The Company will pay certain expenses incident to the offering and sale of
the Common Stock to the public. The Company will not pay for, among other
expenses, commissions and discounts of underwriters, dealers or agents or the
fees and expenses of counsel for the Selling Shareholder.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
Globe by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio. Members of that
firm beneficially own 21,000 shares of Globe Common Stock.
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EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
February 28, 1997, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such informa tion or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Globe since the date hereof or that the information herein is correct
as of any time subsequent to its date.
