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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): September 4, 1998
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TELESPECTRUM WORLDWIDE INC.
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(Exact Name of Registrant Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 0-21107 23-2845501
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
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443 South Gulph Road
King of Prussia, Pennsylvania 19406
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 878-7400
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Telespectrum Worldwide Inc. has signed a definitive agreement to merge
with CRW Financial, Inc., its largest shareholder. It is expected that CRW's
only asset at the time of the merger will be approximately 6.9 million shares of
TeleSpectrum common stock. Under the proposed merger, Telespectrum would issue
4.6 million new shares of common stock and 2.0 million options and warrants in
exchange for all of the outstanding CRW common stock at an exchange ratio of
.709. The exchange of shares of TeleSpectrum common stock owned by CRW for new
shares of common stock and options and warrants is expected to be accounted for
as a treasury stock transaction. A Form S-4 Registration Statement regarding
the merger is expected to be filed within 60 days.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Press Release issued by the Registrant on September 4,
1998 announcing the signing of a definitive agreement to
merge with CRW Financial, Inc.
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SIGNATURE
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.
TELESPECTRUM WORLDWIDE INC.
(Registrant)
By /s/ Richard C. Schwenk, Jr.
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Richard C. Schwenk, Jr.
Executive Vice President and
Chief Financial Officer
Dated: September 4, 1998
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Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
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Contact: Richard C. Schwenk, Jr., CFO
(610) 878-7470
TELESPECTRUM WORLDWIDE INC.
SIGNS DEFINITIVE AGREEMENT TO MERGE WITH CRW FINANCIAL, INC.
KING OF PRUSSIA, PA - SEPTEMBER 4, 1998- TeleSpectrum Worldwide Inc.
(NASDAQ:TLSP) today announced that it has signed a definitive agreement to merge
with CRW Financial, Inc., its largest shareholder. It is expected that CRW's
only principal asset at the time of the merger will be approximately 6.9 million
shares of TeleSpectrum's common stock. TeleSpectrum and CRW expect to obtain
any required governmental and shareholder approvals for the merger by the fourth
quarter of 1998.
Under the proposed merger, TeleSpectrum would issue 4.6 million new shares of
TeleSpectrum common stock in exchange for all outstanding CRW common stock at an
exchange ratio of .709. TeleSpectrum would also continue to convert existing
rights which would result in rights to purchase an additional 2.0 million new
shares of TeleSpectrum common stock with aggregate exercise proceeds of
approximately $5.6 million.
At the closing market price on September 3, 1998, of $5.125 per share for
TeleSpectrum's common stock, this merger will result in a reduction in the
number of shares used in calculating diluted earnings per share for TeleSpectrum
of approximately 1.4 million shares. Since necessary governmental and
shareholder approvals have not been received as of this date, no assurance can
be given that the merger will ultimately be completed.
"This transaction is beneficial to our shareholders in that it reduces
outstanding shares, it uncomplicates our capital structure, and it increases the
float in our stock," said Keith E. Alessi, Chairman, President and CEO of
TeleSpectrum Worldwide.
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THE COMPANY
Headquartered in King of Prussia, Pa., TeleSpectrum Worldwide Inc. provides
direct marketing and customer care services to Fortune 500 companies in a wide
range of industries, including financial services, telecommunications, high
tech, insurance utilities, consumer products, health care/pharmaceutical, and
government. TeleSpectrum Worldwide is a premier provider of inbound and
outbound telemarketing, inbound customer service, interactive voice response,
customer care consulting, and call center management. To learn more about
TeleSpectrum Worldwide and its capabilities, please reference the Company's web
site at www.telespectrum.com.
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FORWARD-LOOKING STATEMENTS
The statements contained herein regarding the proposed merger and TeleSpectrum
Worldwide's financial performance are forward-looking statements that involve
substantial risk and uncertainty. In accordance with the Private Securities
Litigation Reform Act of 1995, the following are factors that could cause
TeleSpectrum Worldwide Inc.'s actual results to differ materially from those
expressed or implied by such forward-looking statements: agreements with its
existing clients generally do not assure a specific level or duration of
revenue, revenue assumptions may not be realized, the growth of profitability
assumptions assume the addition of new clients not currently identified,
contracts may not be realized, capacity utilization rates may be adversely
affected due to competitor's actions or customers' needs, and cost cutting
measures may have varying degrees of success. Since TeleSpectrum and CRW have
not reached a definitive agreement as of this date, no assurance can be given
that such an agreement will ultimately be completed. Investors are encouraged
to review TeleSpectrum Worldwide's SEC filings for more information about the
factors affecting the Company's business.
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