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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): December 12, 1999
Whittman-Hart, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28166 36-3797833
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 922-9200
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ITEM 5. OTHER EVENTS.
On December 13, 1999, the Registrant issued the press release attached hereto
as Exhibit 99.1 announcing it signed an Agreement and Plan of Merger by and
among the Registrant, UniWhale, Inc., a wholly owned subsidiary of the
Registrant, and USWeb Corporation, pursuant to which UniWhale, Inc. will
merge with and into USWeb Corporation and USWeb Corporation will become a
wholly owned subsidiary of Registrant. The information contained in this
press release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Registrant dated December 13, 1999
2
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SIGNATURES
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.
WHITTMAN-HART, INC.
Dated: December 15, 1999 By: /s/ BERT B. YOUNG
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Bert B. Young
Chief Financial Officer and Treasurer
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Exhibit Index
Exhibit # Item
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99.1 Press Release of Registrant dated December 13,1999
1054940
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For Immediate Release
USWeb/CKS, Whittman-Hart to Merge; Will Create World's Largest Internet
Professional Services Firm
Combined Company Will Have Scale and Expertise to Provide Comprehensive
Supplier-to-Consumer Digital Solutions
SAN FRANCISCO and CHICAGO -- December 13, 1999 -- USWeb/CKS (Nasdaq: USWB), the
leader in Internet professional services, and Whittman-Hart (Nasdaq: WHIT), a
leading provider of enterprise-wide e-business solutions for fast-growing and
middle-market companies, today announced the signing of a definitive agreement
to merge. The two companies will come together to create a new organization
that will be the largest pure-play Internet professional services firm in the
world.
The two companies will merge in a stock-for-stock transaction in which each
outstanding share of USWeb/CKS will be exchanged for 0.865 shares of
Whittman-Hart stock. Following the merger, USWeb/CKS shareholders will own
approximately 57% of the combined company and Whittman-Hart shareholders will
own approximately 43%. Based on Whittman-Hart's closing price on Friday, and
based on the exchange ratio, the combined company would have a market
capitalization of approximately $14 billion, on a fully diluted basis.
Whittman-Hart, founded in 1984, is a proven, well-managed provider of
e-business solutions and is recognized as one of America's fastest growing
companies. USWeb/CKS, founded in 1995 to help companies leverage the Internet,
has rapidly scaled to become the recognized leader in Internet professional
services.
Following the transaction, Whittman-Hart Chairman and Chief Executive Officer
Robert Bernard will be chief executive officer and president of the new company.
USWeb/CKS Chief Executive Officer Robert Shaw will become chairman of the board.
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Whittman-Hart Chief Financial Officer Bert Young and USWeb/CKS Chief Operating
Officer Robert T. Clarkson will be CFO and COO, respectively. The nine-person
Board of Directors will include four directors from USWeb/CKS, four from
Whittman-Hart, and one additional to be selected. The new organization's
corporate headquarters will be in Chicago, with executive offices also
maintained in San Francisco.
"We realize that executives today face new challenges as a result of the
Internet's deep impact on business, and their companies are likely to face a
series of investments and divestments that will transform their business
models," said Shaw. "The merging of our strategy, marketing and creative, and
technology disciplines will accelerate the creativity and innovation we bring to
companies embracing the digital economy."
"A massive opportunity for Internet professional services is about to hit,
and our organization with its scale will be ready to meet the tremendous market
demand," said Bernard. "Clients are looking for a partner that can serve the
emerging needs for e-commerce solutions that reach from the consumer to the
supplier. We intend to be the leader in this market. With more than 8,000
professionals in 70+ offices in 13 countries worldwide, we will offer an
unsurpassed breadth and depth of expertise with geographic reach to serve global
clients locally."
Market Focus
The convergence of disciplines with the combined expertise and depth in each
will enable USWeb/CKS and Whittman-Hart to:
- - Help established brands use the Internet as a strategic weapon
- - Seek out and support dot.com start-ups that have vision and a viable
business model
- - Help traditional bricks-and-mortar companies that have the courage to
transform their businesses in the Internet economy
"We are targeting companies that have similar business problems, but more
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importantly, a similar mindset," said Shaw. "The delineators -- Fortune 500,
middle market, B2B, bricks-and-mortar, dot.com -- have become irrelevant. The
commonality among our client base is no longer size or market segment. Our
client base is much more defined by a desire to win, a sense of urgency and a
commitment to invest in a vision."
Expanded Service Offering and Delivery Model
The new company will build on the operational strengths and world-class
business systems of Whittman-Hart and USWeb/CKS to create an entirely new
organization to serve clients through expanded services and a new delivery
model. To do this, the new organization will provide comprehensive, integrated
digital services in three key areas: strategy, marketing and creative, and
technology.
Client relationships will continue to be managed locally to provide clients
with a dedicated resource to drive results, and the specific services will each
be delivered in the way that is most effective for clients. Technology services
will be delivered from technology centers located around the world. Marketing
and creative services will be provided collaboratively from regional marketing
and creative centers in major markets. Strategy services, including digital
business strategy and Internet architect services, will be delivered from a pool
of talent with specific industry expertise and will travel to clients as needed,
serving market segments such as financial services and retail.
"The new delivery model builds on the combined depth and breadth of both
organizations in vertical industries and critical disciplines," said Bernard.
"The ability to execute and deliver services to our clients will differentiate
this new company in this sector. It's more important than ever to quickly offer
innovative approaches to these clients and organize ourselves to deliver what
USWeb/CKS calls Time-to-Value and deliver more value, faster and repeatedly."
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USWeb/CKS and Whittman-Hart will continue to develop Managed Services and ASP
offerings intended to accelerate the cycle of innovation and development of
applications. The new organization will work to systematically turn these
offerings into packaged solutions and a source of recurring revenues with a new
revenue model.
Transaction Details
The transaction, which will be accounted for using purchase accounting, is
subject to customary conditions, including approval of the stockholders of both
companies and regulatory review. Assuming satisfaction of closing conditions,
the merger is expected to be completed by April of 2000.
About USWeb/CKS
USWeb/CKS (Nasdaq: USWB) seeks to transform businesses in the digital economy
and create sustainable market leadership for its clients. As the leading
Internet professional services firm, USWeb/CKS has created a new standard for
success in the digital economy -- Time-to-Value. Time-to-Value means USWeb/CKS
applies its extensive insight, experience and scale to deliver breakthrough
results quickly. The Company is headquartered in San Francisco, California,
with more than 4,000 professionals in 13 countries around the world. Additional
information about USWeb/CKS is available at www.uswebcks.com or by calling
415/284-7070.
About Whittman-Hart
Headquartered in Chicago, Whittman-Hart helps clients improve marketplace
performance by creating the essential connections between digital strategy,
creative marketing and technology. In 1999, Fortune ranked Whittman-Hart as one
of America's Fastest-Growing Companies. In 1998 and 1997, Forbes named
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Whittman-Hart one of the 200 Best Small Companies in America. Whittman-Hart has
approximately 3,900 employees in 23 branch offices throughout the United States
and the United Kingdom. Its Web site is www.Whittman-Hart.com.
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This press release contains "forward-looking statements" (as defined under
securities law) regarding the planned merger of USWeb and CKS. The merger is
subject to stockholder approval and other customary closing conditions. There
can be no assurance that the merger will be completed on the intended schedule,
or at all, or that the combined entities will be able to realize the intended
benefits. For additional information about factors that could affect the
businesses of USWeb and CKS Group, see the documents filed by the companies with
the United States Securities and Exchange Commission.
Press Contact: Jessica McNulty, USWeb/CKS, (415) 369-6722,
[email protected]
Dean Dranias, Whittman-Hart (312) 602-6155,
[email protected]
