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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) June 24, 1999
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Data Processing Resources Corporation
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(Exact name of registrant as specified in its charter)
California 0-27612 95-3931443
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
18301 Von Karman, Suite 600, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-1102
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Not Applicable
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(Former name or former address,
if changed since last report.)
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ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 is the press release issued by Data Processing
Resources Corporation dated June 24, 1999 which is hereby incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press release dated June 24, 1999.
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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.
DATA PROCESSING RESOURCES CORPORATION
(Registrant)
Dated: June 24, 1999 By: /s/ Richard D. Tipton
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Richard D. Tipton
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
99.1 Press release dated June 24, 1999.
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EXHIBIT 99.1
[DATA PROCESSING RESOURCES CORPORATION LETTERHEAD]
NEWS RELEASE
For Immediate Release
COMPUWARE TO ACQUIRE DATA PROCESSING RESOURCES CORPORATION
3400 Professional Services Personnel Expected to Join Compuware's
Professional Services Division
FARMINGTON HILLS, MI, June 24, 1999 Compuware Corporation (NASDAQ: CPWR) and
Data Processing Resources Corporation (DPRC) (NASDAQ: DPRC) today announced
they have entered into an agreement for Compuware to acquire DPRC through a
cash tender offer. A wholly owned subsidiary of Compuware will offer to
purchase any and all outstanding shares of DPRC's common stock for $24 per
share. The transaction has been approved by the Boards of Directors of both
DPRC and Compuware.
DPRC is a leading national professional services company focusing on the
Information Technology (IT) sector. DPRC provides IT professional services to a
diverse group of Fortune 1000 clients nationwide. Traditionally providing
support for business applications development projects, DPRC also supports
network management, help desk, internetworking and ERP implementations. Based
in Irvine, California, DPRC represents approximately 3,400 technology
professionals throughout the United States. DPRC reported revenue of $355
million in the 12 months ending April 30, 1999.
"We are very excited to welcome DPRC's top-notch management and professional
services staff to the Compuware family," said Joseph Nathan, Compuware
President and Chief Operating Officer. "Acquiring DPRC will enable us to
accelerate product related solutions and Application Management Services by
immediately expanding our Professional Services Division from 7,000 to more
than 10,000 technicians and enabling us to deliver professional services
solutions to 27 new cities," he said. "The complementary nature of this
acquisition is a big plus for our clients, business partners, employees and
shareholders."
"The DPRC Board of Directors and management team feel that, strategically, the
merger of these two companies is exceptional," said Mary Ellen Weaver, DPRC
founder and CEO. "With a strong presence in the Midwest, Compuware is looking
to DPRC to expand its presence throughout the Western, Southwestern and
Southeastern United States. Since we have so few duplicate offices, this merger
accomplishes that
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Data Processing Resources Corporation
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objective." Weaver continued, "We have spent a good deal of time with the
management team at Compuware and truly feel that the integrity of this company,
its values and genuine support for their employees cannot be matched. This
agreement represents a tremendous opportunity for our employees."
In the tender offer, Compuware seeks to purchase no less than 91 percent of
DPRC's outstanding shares. Consummation of the tender offer will be subject to
the expiration or termination of any applicable antitrust waiting period, the
receipt of any required regulatory approvals and customary conditions.
Following completion of the tender offer, the subsidiary of Compuware will be
merged into DPRC, and all of DPRC's shares not owned by Compuware will be
converted into the right to receive $24 per share in cash. In the event the
tender offer is not consummated, Compuware and DPRC will pursue a merger in
which DPRC will become a wholly owned subsidiary of Compuware and DPRC shares
will be converted into the right to receive $24 per share in cash. Thomas
Weisel Partners LLC acted as a financial advisor and provided a fairness
opinion to DPRC's Board of Directors. Updata Capital Inc. acted as a financial
advisor to Compuware.
COMPUWARE CORPORATION
Compuware productivity solutions help 14,000 of the world's largest
corporations more efficiently maintain and enhance their most critical business
applications. Providing immediate and measurable return on information
technology investments, Compuware products and services improve quality, lower
costs and increase the speed at which systems can be developed, implemented and
supported. Compuware employs more than 11,000 information technology
professionals worldwide, including more than 7,000 in its professional services
organization. With fiscal 1999 revenues of $1.6 billion, Compuware is the world
leader in client/server development technology. For more information on
Compuware, please contact the corporate offices at 800-521-9353. Compuware also
can be found on the World Wide Web at http://www.compuware.com.
DATA PROCESSING RESOURCES CORPORATION
Data Processing Resources Corporation, established in 1985, is a market leader
in providing information technology professional services through a network of
33 branch facilities and four international recruiting offices to a diverse
group of corporate clients through a database of highly qualified technical
consultants. Additional information on DPRC is available from the World Wide
Web at http://www.dprc.com.
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Data Processing Resources Corporation
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Statements herein concerning the growth and strategies of Compuware and DPRC
include forward-looking statements. Compuware's and/or DPRC's actual results
may differ materially from those suggested as a result of various factors,
including, without limitation, Compuware's and DPRC's ability to recruit and
retain qualified technical consultants, and, the companies' ability to
consummate the transaction, successfully integrate DPRC's operations and
compete successfully with existing and future competitors. Interested parties
should refer to the disclosure set forth in Compuware's and DPRC's recent
public filings, under the caption "Risk Factors" and elsewhere, for additional
information regarding risks affecting Compuware's or DPRC's financial
conditions and results of operations.
PRESS CONTACTS
Christopher M. F. Norris, Director, Corporate Communications and Investor
Relations, Compuware Corporation, 248-737-7506.
Thomas Vadnais, President and Chief Operating Officer, Data Processing
Resources Corporation, 949-553-1102.
