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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)
February 9, 2000
DECISIONONE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-28090 13-3435409
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
DECISIONONE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 333-28411 23-2328680
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
50 East Swedesford Road, Frazer, Pennsylvania 19355
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (610) 296-2000
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Item 3. Bankruptcy
(a) On February 14, 2000, DecisionOne Holdings Corp. ("Holdings") and
DecisionOne Corporation ("DecisionOne" and together with Holdings, the
"Company") each filed a voluntary petition for protection under Chapter
11 of Title 11 of the United States Code with the United States
Bankruptcy Court for the District of Delaware (the "Court") (case nos.
00-931 (SLR) and 00-932 (SLR)). The Company's cases have been
consolidated for the purpose of joint administration and have been
assigned to Judge Sue L. Robinson.
On that same date, the Company filed a motion seeking approval
of the Court to implement its Prepackaged Joint Consolidated Plan of
Reorganization, dated February 14, 2000 (the "Plan").
At hearings held on February 14 and 15, 2000, the Court
entered first day orders granting the Company authority to pay the
claims of its employees, customers and trade creditors in the ordinary
course of business. The Court also approved, on an interim basis, the
Company's $35 million debtor-in-possession financing facility (the "DIP
Financing"). The final hearing on the DIP Financing is scheduled for
March 2, 2000.
Item 5. Other Events
On February 14, 2000, Holdings issued a press release
announcing the appointment of George De Sola as its new Chief Executive
Officer, effective February 9, 2000. A copy of the press release is
attached as an exhibit to this report.
Item 7. Exhibits
(c) Press release, dated February 14, 2000, announcing the appointment
of Mr. De Sola and the filing of the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
DecisionOne Holdings Corp.
Date February 24, 2000 /s/ Thomas J. Fogarty
Thomas J. Fogarty
Senior Vice President and
Chief Financial Officer
DecisionOne Corporation
Date February 24, 2000 /s/ Thomas J. Fogarty
Thomas J. Fogarty
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release, dated February 14, 2000
announcing the appointment of Mr. De
Sola and the filing of the Plan.
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FOR IMMEDIATE RELEASE MEDIA CONTACT: Michael Geczi and John Dillard
Sitrick And Company
(212) 573-6100
(310) 788-2850
William Beaumont
Vice President, Marketing
DecisionOne
(610) 296-6000
DECISIONONE NAMES GEORGE DE SOLA CHIEF EXECUTIVE OFFICER,
ANNOUNCES CREDITOR APPROVAL OF PREPACKAGED REORGANIZATION
FRAZER, PA, February 14, 2000 - DecisionOne Holdings Corp. (OTCBB:
DOCI) today announced the appointment of George De Sola as its new Chief
Executive Officer, effective February 9, 2000. Prior to his appointment, Mr. De
Sola was Group Executive at Inacom Corporation, and previously held senior level
positions at MCI Communications, and AT&T, among others.
The company also announced that, with the unanimous support of the
relevant creditor groups, it today submitted its prepackaged plan of
reorganization for confirmation by filing a Chapter 11 petition in the U.S.
Bankruptcy Court in Wilmington, Del. The company said that, of the creditors who
voted in its pre-petition solicitation of consents, 100% of eligible voters
approved the plan of reorganization. Eligible voters were the company's bank
lenders as well as holders of its 14% Senior Notes due 2006.
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"The submission of our prepackaged plan is a watershed event for the
company, marking the final phase of DecisionOne's restructuring process," said
Mr. De Sola. "Indeed, the results of our solicitation demonstrate the depth of
support for our restructuring among the parties who will ultimately constitute
our new owners."
Mr. De Sola recently served for five years at Inacom Corporation, where
he was responsible for that company's computer services business and
telecommunications subsidiary. De Sola led seven business units, which generated
$1 billion in revenue and employed 8,000 technical professionals. During this
time, he successfully integrated the service businesses of Vanstar and Inacom.
Prior to that, he served as Corporate Vice President for Marketing and Customer
Service for MCI Communications Corp., where he developed strategy for and led
the customer service division for the $4 billion commercial business unit and
achieved record levels of customer satisfaction. He has also held several
positions for AT&T, including Director of Sales Strategy and Support and Sales
Vice President, where he achieved significant revenue growth for the business.
"I am very optimistic about DecisionOne's prospects," Mr. De Sola said.
"As the company's restructuring comes to an end, DecisionOne is ideally
positioned to aggressively compete as a premier technology services company. We
have a first class customer base, a focused strategy and an excellent staff of
service professionals. Going forward, we will be able to build upon the
substantial operational improvements achieved during the restructuring. We will
have a significantly improved balance sheet, a healthy cash position and
improved expense structure."
ABOUT DECISIONONE'S PREPACKAGED RESTRUCTURING AGREEMENT
Under the terms of the prepackaged restructuring agreement,
DecisionOne's bank lending group would exchange approximately $542 million in
existing indebtedness for approximately 94.6% of the reorganized company's
equity and $250 million in new senior secured bank debt.
The holders of the company's 9-3/4% Senior Subordinated Notes due 2007
would exchange their Notes for approximately 5% of the reorganized company's
equity and warrants to purchase
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up to an additional 10.8% of the reorganized company's equity at various
exercise prices. The holders of the 11-1/2% Senior Discount Debentures due 2008
issued by DecisionOne Holdings Corp., and DecisionOne Holdings' other unsecured
creditors would receive a total of approximately 0.4% of the reorganized
company's equity. The holders of the common stock of DecisionOne Holdings Corp.
would not receive any distribution under the terms of the agreement, and such
stock would be cancelled.
The agreement further provides that the holders of the company's 14%
Senior Notes due 2006 would exchange their Notes for warrants to purchase up to
6.2% of the reorganized company's equity at various exercise prices.
ABOUT DECISIONONE
Employing more than 5,000 people, DecisionOne is the largest
independent provider of multivendor computer maintenance and technology support
services in North America. Headquartered near Philadelphia, PA, the Company
provides services for a broad range of computing environments, from the data
center to the desktop, through one of the industry's largest service
infrastructures. DecisionOne has an impressive roster of customers, representing
more than 50 percent of Fortune 1000 companies. For more information regarding
DecisionOne, refer to the DecisionOne web site at http://www.decisionone.com.
This press release contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Such statements
are based on management's current expectations and are subject to a number of
uncertainties and risks that could cause actual results to differ materially
from those described in the forward-looking statements. Factors that may cause
such a difference include, but are not limited to, those described under "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.
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