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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): November 25, 1997
Caribiner International, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
1-14234 13-3466655
(Commission (IRS Employer
File Number) 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
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition and Disposition of Assets.
On November 25, 1997, Caribiner International, Inc. (the "Company")
announced that the recommended cash offer (the "Offer") by its wholly-owned
United Kingdom subsidiary, Caribiner Services Limited, to acquire all of the
outstanding capital shares of Visual Action Holdings plc, a United Kingdom
company ("Visual Action"), had been declared unconditional in all respects,
thereby committing Caribiner Services Limited to purchase all Visual Action
shares validly tendered pursuant to the Offer.
The Company announced the Offer on October 29, 1997 and thereafter
commenced the Offer pursuant to an offer document dated November 1, 1997 (the
"Offer Document"). The Offer Document sets forth the terms of the Offer,
including the purchase price of 295 pence in cash for each share of Visual
Action.
During the period from October 29 to November 25, 1997, Caribiner
Services Limited acquired 14.9 million ordinary shares (or approximately 29.7%
of the outstanding share capital) of Visual Action through open market
purchases. In addition, as of November 25, 1997, 31,780,682 ordinary shares
(or approximately 63.4% of the outstanding share capital) of Visual Action had
been tendered pursuant to the Offer Document. Also, Caribiner Services
Limited had received irrevocable undertakings by Visual Action's directors to
accept the Offer in respect of 53,000 ordinary shares (or approximately 0.1%
of the outstanding share capital) of Visual Action and options to purchase an
additional 394,600 Visual Action shares. Therefore, as of November 25, 1997,
the Company, through Caribiner Services Limited, owned or had the obligation
to acquire a total of 46,680,682 ordinary shares of Visual Action (or
approximately 93.2% of the issued share capital). Thereafter, on November 27,
1997, Caribiner Services Limited began the process of acquiring those shares
of Visual Action not tendered pursuant to the Offer by compulsory purchases
pursuant to the provisions of the U.K. Companies Act 1985. Such compulsory
purchases are expected to be completed during February 1998. The total cash
acquisition price is expected to be approximately $253.3 million, based on the
open market purchases of 14.9 million shares for an aggregate purchase price
of approximately $74.0 million, the acquisition of approximately 35.2 million
shares at the Offer price of 2.95 U.K. pounds per share for an aggregate
purchase price of approximately $175.9 million and cash payment for the
cancellation of 1.8 million options to purchase Visual Action shares for
approximately $3.4 million.
Visual Action provides corporate meeting services, including audio visual
and exhibition services, and broadcast video services. Visual Action's
corporate meeting services in the United States and the United Kingdom include
audio visual equipment rentals for corporate presentations, product launches,
promotions, conferences, theater productions, television broadcast events and
award ceremonies. Visual Action also provides audio visual services to hotels
in the United States and rents equipment for larger events including trade
shows, major conferences and award ceremonies. Visual Action provides
exhibition services, principally in the United Kingdom, to exhibition
organizers, hall owners and exhibitors. Exhibition services include the
rental of modular stand fittings, furniture, floor coverings and floral
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displays, the provision of electrical contracting and bespoke stand fitting
and visitor registration services. Broadcast video services include rental of
video equipment for the production of outside broadcast, studio news, current
affairs and corporate promotions in the United States, United Kingdom and
Southeast Asia.
The Company has announced that it intends to dispose of Visual Action's
broadcast video services unit as soon as practicable.
The Company financed the transactions contemplated by the Offer Document
from credit facilities with its syndicate of lenders for which The Chase
Manhattan Bank, N.A. acts as administrative agent.
Item 7. Financial Statements, Pro Forma Financial Information 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 Visual Action required to be filed
pursuant to the instruction to Form 8-K. Such financial information will be
filed by amendment not later than 60 days after the date on which this Form 8-
K must be filed, and the Company expects such financial information to be
available on or before February 8, 1998.
(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 transaction contemplated
by the Offer Document that is required to be filed pursuant to the instruction
to Form 8-K. Such pro forma financial information will be filed by amendment
not later than 60 days after the date on which this Form 8-K must be filed,
and the Company expects such financial information to be available on or
before February 8, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Caribiner International, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CARIBINER INTERNATIONAL, INC.
Dated: December 9, 1997
By: /s/ Arthur F. Dignam
Name: Arthur F. Dignam
Title: Executive Vice President
Chief Financial and
Administrative Officer
