<PAGE>
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): MARCH 1, 2000
-------------
WHITTMAN-HART, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-28166 36-3797833
---------------------------- ------------ ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS 60606-6618
- ----------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 922-9200
--------------
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Pursuant to a merger agreement dated as of December 12, 1999 by and among
Whittman-Hart, Inc., a Delaware corporation (the "Parent"), Uniwhale, Inc.,
a Delaware corporation, wholly-owned by the Parent ("Merger Sub"), and
USWeb Corporation, a Delaware corporation (the "Company"), Merger Sub has
merged with and into the Company (the "Merger"). Pursuant to the Merger,
each outstanding share of common stock of the Company was converted into
0.865 of one share of common stock, par value $0.001 per share, of Parent
(the "Exchange Ratio") at the effective time of the Merger which occurred
on March 1, 1999. The Exchange Ratio was the result of arm's length
negotiations between the Parent and the Company.
Other information required by this Item is included in Parent's
Registration Statement on Form S-4 Registration Statement No. (333-94565),
as amended, and Parent's Current Report on Form 8-K filed on January 28,
2000, as amended on March 13, 2000 and is omitted from this report
pursuant to General Instruction B.3 to Form 8-K.
ITEM 5. OTHER EVENTS
On March 1, 2000, the Registrant issued the press release attached hereto
as Exhibit 99.1 announcing its acquisition of USWeb Corporation. The
information contained in this press release is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99.1 Press Release of Registrant dated March 1, 2000.
2
<PAGE>
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: March 13, 2000
By: /s/ Bert B. Young
------------------------------
Bert B. Young
Chief Financial Officer and
Treasurer
3
<PAGE>
Exhibit 99.1
WHITTMAN-HART, USWEB/CKS MERGER COMPLETE
CHICAGO and SAN FRANCISCO, March 1 -- Whittman-Hart (Nasdaq:
WHIT-news) and USWeb/CKS, formerly traded on Nasdaq under ticker symbol USWB,
today announced that the merger of the two companies closed as scheduled. The
merger creates a global Internet professional services firm that helps
clients win in the digital economy by strengthening their business models,
brands, systems and processes.
Effective this morning, the combined entity of Whittman-Hart & USWeb/CKS will
trade on the Nasdaq Stock Market under the symbol WHIT. A new name, identity
and ticker symbol for the combined company will be unveiled on March 23.
"Today is Day One of an entirely new kind of company -- one that on a global
scale can help clients achieve the business integration required for success
in the digital economy," said Robert Bernard, Chief Executive Officer of
the combined entity of Whittman-Hart & USWeb/CKS. "Companies today must
balance their business models, brands, and systems and processes. Our
collective experience with business systems and e-commerce, combined with our
deep understanding of business strategies and brand experience, gives us an
unbeatable combination for creating that balance. Using the power of our
multidisciplinary approach, we help clients imagine the future and seize
their opportunities."
Management Summit Brings Together Company's Top Leaders
To enable the combined entity to execute as a single firm on Day One,
Whittman-Hart & USWeb/CKS conducted an intensive management summit with its
top 200 leaders over the weekend. The summit brought top management together
to discuss the new company's vision and strategy, review company-wide
processes and systems, and further collaboration to enable the company to
apply its multidisciplinary approach to creating business innovation for
clients immediately.
Board of Directors Named
The combined entity of Whittman-Hart & USWeb/CKS also today named its Board
of Directors. Board members include:
- Robert Bernard, President and CEO, Whittman-Hart & USWeb/CKS
<PAGE>
- Paul Carbery, General Partner, Frontenac
- Mark Kvamme, Partner, Sequoia Capital
- Joseph Marengi, Senior Vice President, Dell Computer
- W. Barry Moore, Vice Chairman, Kurt Salmon Associates
- John Torell III, Chairman, Torell Management, Inc.
- David Storch, Chief Executive Officer, AAR Corp.
- Edward Szofer, Chief Development Officer, Whittman-Hart & USWeb/CKS
Heading the nine-member Board will be Chairman Robert Shaw, former President
and CEO of USWeb/CKS.
Terms of the Deal
The two companies merged in a stock-for-stock transaction in which each
outstanding share of USWeb/CKS was exchanged for 0.865 shares of
Whittman-Hart stock.
About Whittman-Hart & USWeb/CKS
Whittman-Hart & USWeb/CKS is a global Internet professional services firm
that helps clients win in the digital economy by strengthening their business
models, brands, systems and processes. Headquartered in Chicago, the combined
entity of Whittman-Hart & USWeb/CKS fuses imagination, know-how and passion
to create fundamental business innovation for clients.
This press release contains "forward-looking statements" (as defined under
federal securities law) regarding the merger of Whittman-Hart and USWeb/CKS.
The actual events, including the ability of the companies to complete the
integration of these two entities, may differ materially and adversely from
those discussed in this press release. Factors that may cause such a
difference include, without limitation, adverse fluctuations in stock prices,
potential litigation, and other risks associated with acquisitions, such as
difficulties in integrating operations. There can be no assurance that the
combined entities will be able to realize the intended benefits of the
merger. For additional information about factors that could affect the
business of Whittman-Hart and USWeb/CKS, see the documents filed by the
companies with the United States Securities and Exchange Commission.
MEDIA CONTACTS:
Laura Field Beth Trier
Whittman-Hart & USWeb/CKS Whittman-Hart & USWeb/CKS
(312) 913-3052 (415) 357-8232
[email protected] [email protected]
Investor Contact:
Kate Wagner
Whittman-Hart & USWeb/CKS
408-987-3268
[email protected]
