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UNITED STATES 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
Date of Report (Date of earliest event reported): September 27, 1996
Caribiner International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-14234 13-3466655
(Commission File Number) (I.R.S. Employer Identification No.)
16 West 61st Street, New York, NY 10023
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 541-5300
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
(a)
Pursuant to an Agreement of Purchase and Sale of
Assets, dated September 12, 1996 (the "TAVS Agreement"), by and
between Caribiner International, Inc. (the "Company") and
General Electric Capital Computer Leasing Corporation
("GECCLC"), on September 27, 1996, the Company completed the
acquisition of certain of the assets of the Total Audio Visual
Services ("TAVS") operating division of GECCLC for a purchase
price of approximately $27 million in cash (subject to
adjustment in certain circumstances). TAVS is a provider of
audio visual equipment rentals and staging services, as well as
hotel audio visual outsourcing services, in the United States.
In connection with the TAVS Agreement, the Company and GECCLC
also entered into an agreement pursuant to which GECCLC will
provide certain administrative services to the Company.
The Company financed the transactions contemplated
by the TAVS Agreement from the Company's (i) working capital
(which, in part, included funds raised in the Company's initial
public offering of Common Stock completed on March 15, 1996)
and (ii) existing available credit facilities with Chemical
Bank (now known as The Chase Manhattan Bank).
The transactions contemplated by the TAVS Agreement
were previously disclosed by the Company in the Current Report
on Form 8-K filed by the Company with the Securities and
Exchange Commission on September 27, 1996 (the "September 27th
8-K").
Attached as Exhibit 99.1 is the Company's press
release announcing the consummation of the transactions
contemplated by the TAVS Agreement.
(b) Equipment or Other Physical Property
Certain of the assets of GECCLC acquired by the
Company pursuant to the TAVS Agreement constitute equipment or
other physical property. Such assets were used by GECCLC in
connection with its audio visual equipment rental and staging
services business. The Company intends to continue
substantially the same use for such acquired assets.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is currently impracticable for the Company to
file with this Form 8-K the historical financial information of
TAVS required to be filed pursuant to the instructions to Form
8-K. Such financial information will be filed by amendment to
the September 27th 8-K not later than 60 days after the date on
which such Form 8-K was filed, and the Company expects such
financial information to be available in November, 1996.
(b) Pro Forma Financial Information
It is currently impracticable for the Company to
file with this Form 8-K the pro forma financial information
relative to the transactions contemplated by the TAVS Agreement
that is required to be filed pursuant to the instructions to
Form 8-K. Such pro forma financial information will be filed by
amendment to the September 27th 8-K not
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later than 60 days after the date on which such Form 8-K must be
filed, and the Company expects such financial information to be
available in November, 1996.
(c) Exhibits
99.1 Press release, dated October 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, Caribiner International, Inc. has
caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: October 10, 1996 CARIBINER INTERNATIONAL, INC.
By: /s/ Arthur F. Dignam
-----------------------------------
Name: Arthur F. Dignam
Title: Executive Vice President,
Chief Financial and
Administrative Officer
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INDEX TO EXHIBITS
Exhibit Description Page
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99.1 Press Release, dated October 1, 1996.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CARIBINER INTERNATIONAL COMPLETES ACQUISITION OF
TOTAL AUDIO VISUAL SERVICES FROM GE CAPITAL FOR
APPROXIMATELY $27 MILLION
NEW YORK, October 1, 1996 -- Caribiner
International, Inc. (NYSE: CWC) announced today that it has
completed the previously announced acquisition of Total Audio
Visual Services (TAVS) from GE Capital Services for
approximately $27 million in cash. The purchase price is
subject to certain post-closing adjustments. TAVS is a leading
provider of audio visual equipment rentals and staging
services, as well as hotel audio visual outsourcing services in
the United States. TAVS had 1995 revenues of approximately $46
million.
Commenting on the announcement, Raymond S. Ingleby,
Chairman and Chief Executive Officer of Caribiner, stated, "We
are pleased to complete Caribiner's largest acquisition in
Company history. The addition of TAVS will significantly
broaden our product offerings and increase our capacity to
provide our clients with value-added services through one
inclusive in-house package."
In connection with the closing of the acquisition
Caribiner International and GE Capital Technology Management
Services have entered into a five-year marketing alliance in
which both companies will identify and collaborate on the
development of business opportunities for their respective
client bases including all GE business units on a global basis.
GE Capital Technology Management Services,
headquartered in Norcross, GA, is a GE Capital Services company
that provides desktop services, network integration and
enterprise-wide outsourcing to help customers more
cost-effectively control and manage their technology
investments.
GE Capital Services, which has assets of over US$185
billion, is a diverse financial services company with 26
specialized businesses. A wholly owned subsidiary of General
Electric Company, GE Capital Services, also based in Stamford,
provides equipment management, mid-market and specialized
financing, specialty insurance and a variety of consumer
services, such as car leasing, home mortgages and credit cards,
to businesses and individuals around the world. GE is a
diversified manufacturing, technology and services company with
operations worldwide.
Caribiner International, Inc. is a leading national
producer of meetings, events, training programs and related
business communications services that enable businesses to
inform, sell to and train their sales forces, dealers,
franchisees, partners, stockholders and employees. Caribiner's
clients include some of the world's largest companies. The
Company has offices in Atlanta, Boston, Chicago, Dallas,
Detroit, Houston, Los Angeles,
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New York, San Francisco and White Plains (NY) in North America,
as well as in London, Dubai and Hong Kong.
Caribiner International, Inc. is listed on The New
York Stock Exchange and trades under the symbol CWC.
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For further information, contact:
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Arthur Dignam Diana Brainerd/Chris Plunkett Neal McGarity
Chief Financial Officer Brainerd Communicators, Inc. GE Capital Services
Caribiner International, Inc. 212-986-6667 203-961-2290
212-541-5300
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