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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2000
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RMH Teleservices, Inc.
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(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-21333 23-2250564
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 Morris Avenue, Bryn Mawr, PA 19010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 520-5300
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________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1. Changes in Control of Registrant
(a)(1) On March 30, 2000, R-T Investors, LLC, a Nevada limited
liability company ("R-T Investors"), became the owner of approximately 49% of
the issued and outstanding shares of the Common Stock of the Registrant
(the "Shares") pursuant to two separate agreements with certain shareholders of
the Registrant, as described below.
The agreement (the "Option Agreement") by and between R-T Investors
and Advanta Partners LP, a Pennsylvania limited liability partnership ("Advanta
Partners"), was signed by the parties on February 22, 2000, and amended on March
15, 2000, and provided R-T Investors with the option to
purchase all 2,658,456 Shares held by Advanta Partners at an exercise price of
$7.00 per Share. Pursuant to the Option Agreement, R-T Investors paid Advanta
Partners a $1 million option fee. On March 8, 2000, R-T Investors exercised its
option to purchase 398,000 Shares held by Advanta Partners, following the
satisfaction of certain conditions included in the Option Agreement. On March
28, 2000, R-T Investors exercised its option to purchase the remaining 2,260,456
Shares held by Advanta Partners.
The agreement (the "Hansell Agreement") by and between R-T Investors
and Raymond J. Hansell and MarySue Lucci Hansell (the "Hansells"), was signed by
the parties on March 1, 2000 and provided for the purchase of 1,416,000
Shares held by the Hansells at $7.37 per Share. The purchase of the Hansell
Shares by R-T Investors occurred on March 30, 2000.
A copy of the press release issued by the Registrant in connection
with the purchase of the Advanta Partners Shares and the Hansell Shares is filed
herewith as Exhibit 99.1.
(a)(2) In connection with the purchase of the Advanta Partners Shares
and the Hansell Shares, R-T Investors entered into a Shareholder Agreement with
the Registrant, dated March 28, 2000 (the "Shareholder Agreement"), which
includes a provision relating to the appointment of Directors and certain
restrictions on business combinations by or involving R-T Investors and the
Registrant. The terms of the Shareholder Agreement are incorporated by
reference herein, a copy of which is filed herewith as Exhibit 4.
In the Shareholder Agreement, the Registrant has agreed to cause two
persons designated by R-T Investors and reasonably acceptable to the Board of
Directors of Registrant to be elected to the Board of Directors of Registrant
upon the resignation of two Directors after the purchase by R-T Investors of all
the Shares held by Advanta Partners. R-T Investors and the Registrant have
agreed that after the closing, and in addition to the two nominees of R-T
Investors, the Board of Directors of Registrant would consist of the Chief
Executive Officer of the Registrant and at least three independent directors.
The agreements concerning election of directors terminates if the voting power
of securities beneficially owned by R-T Investors (including affiliates) becomes
less than 15% of the voting power in respect of the general election of
directors of the Registrant.
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The Shareholder Agreement further provides that R-T Investors (including
affiliates) will not directly or through affiliates consummate any tender offer,
exchange offer, merger or other business combination, recapitalization or
similar transaction involving the Registrant or any of its subsidiaries unless
approved by (i) a majority of members of a special committee consisting of all
of the independent directors and (ii) a majority of the Shares not owned by R-T
Investors or its affiliates (the "Unaffiliated Shares") or, in the case of a
tender offer or exchange offer, the offer has a minimum condition that a
majority of the Unaffiliated Shares shall have been validly tendered and not
withdrawn and the offer provides that it will be extended for 10 business days
after R-T Investors has publicly announced that such minimum condition has been
satisfied. In the event of a takeover proposal initiated by a third party and
recommended by the Registrant's Board of Directors, R-T Investors agreed that R-
T Investors (including affiliates) would vote whatever Shares it owns in excess
of 32% of the voting power (measured by votes entitled to be cast on such
matter) in the same proportion (either for or against) as the Unaffiliated
Shares are voted.
(b) There are no other arrangements relating to the above-described
transactions which may at a subsequent date result in a change of control of the
Registrant.
Item 5. Other Events
On March 30, 2000, certain officers of the Registrant purchased in the
aggregate 126,315 Shares from Glengar Investments International Limited pursuant
to an agreement dated February 17, 2000. A copy of the press release issued by
the Registrant in connection with the purchase of 101,315 Shares by John A.
Fellows, Chief Executive Officer, 15,000 Shares by Robert Berwanger, Executive
Vice President and Chief Operating Officer, and 10,000 Shares by Noah Asher,
Chief Financial Officer, is filed herewith as Exhibit 99.2.
Mitchell L. Hollin and Gary H. Neems resigned their positions on the Board
of Directors of the Registrant, effective April 7, 2000 and April 4, 2000,
respectively.
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Signatures
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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.
RMH TELESERVICES, INC.
Dated: April 13, 2000 By: /s/ John A. Fellows
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John A. Fellows
Chief Executive Officer
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Index to Exhibits
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No. Description
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4 Shareholder Agreement between RMH Teleservices, Inc. and R-T
Investors, LLC, dated March 28, 2000
99.1 Press Release, dated March 30, 2000
99.2 Press Release, dated March 31, 2000
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Exhibit 4
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT (the "Agreement"), dated as of March 28, 2000,
is between RMH Teleservices, Inc., a Pennsylvania corporation (the "Company"),
and R-T Investors, LLC, a Nevada limited liability company ("Shareholder").
WHEREAS, pursuant to an option agreement (the "Option Agreement") dated
February 17, 2000, Shareholder (i) paid Advanta Partners LP ("Advanta") an
option fee to acquire a total of 2,658,456 shares of Common Stock (as defined
below) upon the satisfaction of certain conditions, (ii) on March 7, 2000,
purchased 398,000 shares of Common Stock from Advanta and (iii) on March 28,
2000, purchased 2,260,456 shares of Common Stock from Advanta;
WHEREAS, by separate agreement dated March 1, 2000, R-T purchased 1,415,000
shares of Common Stock from Hansell Lucci Investment Co. on March 30, 2000;
WHEREAS, certain members of the Company's management have purchased 126,315
shares of Common Stock from Advanta; and
WHEREAS, in connection therewith, Shareholder has agreed to certain
restrictions on the conduct of Shareholder with respect to the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Stock Purchase Agreement and intending to be legally
bound hereby, the parties hereto agree as follows:
Definitions
Definitions. Except as otherwise specified herein, defined terms used in
this Agreement shall have the respective meanings assigned to such terms in the
Stock Purchase Agreement. Unless otherwise specified all references to "days"
shall be deemed to be references to calendar days. For purposes of this
Agreement, the following terms shall have the following meanings:
Affiliate. An "Affiliate" of a Person shall have the meaning set forth in
Rule 12b-2 of the Exchange Act as in effect on the date hereof. In addition, for
purposes of this Agreement, Ronald L. Jensen, members of his family and their
respective Affiliates shall each be deemed to be Affiliates of Shareholder.
Beneficial Owner. A Person shall be deemed to "beneficially own," or to
have "beneficial ownership" of, Voting Securities as the term "beneficial
ownership" is defined in Rule 13d-3 under the Exchange Act as in effect on the
date hereof; provided that notwithstanding
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the foregoing a Person shall also have "beneficial ownership" of securities
which such Person has the right to acquire (irrespective of whether such right
is exercisable immediately or only after the passage of time, including the
passage of time in excess of sixty days) pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise. For purposes of this Agreement, Shareholder
shall be deemed to beneficially own any Voting Securities beneficially owned by
its Affiliates or any Group of which Shareholder or any such Affiliate is a
member.
Board of Directors. "Board of Directors" shall mean the Board of Directors
of the Company.
CEO. "CEO" shall mean the Chief Executive Officer of the Company.
Closing. "Closing" shall mean the Closing as such term is defined in the
Stock Purchase Agreement.
Common Stock. "Common Stock" shall mean the common stock, without par
value, of the Company.
Excess Shares. "Excess Shares" means, as to any matter being voted upon by
the Company's shareholders, the Voting Securities of the Company beneficially
owned by Shareholder and its Affiliates that represent Voting Power in excess of
32% of the votes entitled to be cast in respect of such matter.
Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
Group. "Group" shall mean a "group" as such term is used in Section
13(d)(3) of the Exchange Act as in effect on the date hereof.
Independent Director. "Independent Director" means a director of the
Company who is not (apart from such directorship) (i) an officer, director,
Affiliate, employee, shareholder, consultant or partner of Shareholder or any
Affiliate of Shareholder or of any entity that was dependent upon Shareholder or
any Affiliate of Shareholder for more than 5% of its revenues or earnings in its
most recent fiscal year, or (ii) an officer, employee, consultant or partner of
the Company or any Affiliate of the Company or an officer, employee,
shareholder, consultant or partner of an entity that was dependent upon the
Company or any Affiliate of the Company for more than 5% of its revenues or
earnings in its most recent fiscal year.
Person. "Person" shall mean any individual, Group, corporation, general or
limited partnership, limited liability company, governmental entity, joint
venture, estate, trust, association, organization or other entity of any kind or
nature.
Securities Act. "Securities Act" shall mean the Securities Act of 1933, as
amended.
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Takeover Proposal. "Takeover Proposal" means (i) any tender or exchange
offer, (ii) any other proposal to takeover control of the Company or a merger,
share exchange, other business combination, recapitalization, restructuring,
liquidation or similar transaction involving the Company or any of its material
subsidiaries, or any proposal or offer to acquire in any manner Voting
Securities of the Company representing more than 20% of the Total Voting Power
of the Company or any of its material subsidiaries, a substantial equity
interest in any of the Company's material subsidiaries or a substantial portion
of the assets of the Company or any of its material subsidiaries, (iii) any
waiver or opt out of any anti-takeover statutes or other anti-takeover
provisions applicable to the Company, or (iv) a proposal having similar effect.
Total Voting Power. The term "Total Voting Power" shall mean the total
combined Voting Power in the general election of directors of the Company, on a
fully diluted basis, of all the Voting Securities then outstanding. For purposes
of determining Total Voting Power under this Agreement, a Voting Security which
is convertible into or exchangeable for a Voting Security shall be counted as
having the greater of (i) the number of votes to which such Voting Security is
entitled prior to conversion or exchange and (ii) the number of votes to which
the Voting Security into which such Voting Security is convertible or
exchangeable is entitled.
Voting Power. The term "Voting Power" shall mean the voting power of the
Voting Securities then outstanding entitled to vote upon any such matter, and
shall be calculated for each Voting Security by reference of the maximum number
of votes such Voting Security is or would be entitled to cast with respect to
such matter.
Voting Securities. "Voting Securities" shall mean, without duplication, (x)
any securities entitled, or which may be entitled, to vote as to any matter
which is the subject of shareholder action and shall include without limitation
the shares of Common Stock, (y) any securities convertible or exercisable into
or exchangeable for such securities (whether or not the right to convert,
exercise or exchange is subject to the passage of time or contingencies or
both), or (z) any direct or indirect rights or options to acquire any such
securities.
In addition, the following terms have the definitions specified in the
Sections noted:
Term Section
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Advanta recitals
Advanta Shares recitals
Agreement recitals
Company recitals
Common Stock recitals
Moving Party 5.4
Shareholder recitals
Stock Purchase Agreement recitals
Transactions recitals
Unaffiliated Shares 4.2
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Representations, Warranties and Covenants of the Company
Representations and Warranties of the Company. The Company
represents and warrants to, and covenants and agrees with, Shareholder as
follows:
The Company is a corporation validly existing and in good standing under
the laws of the State of Pennsylvania.
The Company has full corporate power and corporate authority to make,
execute, deliver and perform this Agreement and to carry out all of the
transactions provided for herein.
The Company has taken such corporate action as is necessary or appropriate
to enable it to perform its obligations hereunder, and this Agreement
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
Representations, Warranties and Covenants of Shareholder
Representations, Warranties and Covenants of Shareholder.
Shareholder represents and warrants to, and covenants and agrees with, the
Company that:
Shareholder is a limited liability company, validly existing and in good
standing under the laws of the State of Nevada. Ronald Jensen owns 4% of the
ownership interest in Shareholder, Gladys Jensen owns 4% of the ownership
interest in Shareholder, Jeffrey Jensen owns 20% of the ownership interest in
Shareholder and each of Jami Jensen, Julie Jensen, Janet Jensen and James Jensen
own 18% of the ownership interest in Shareholder. The capital structure of
Shareholder was determined among the owners for personal financial and tax
planning purposes and there are no agreements, other than the operating
agreement, among the owners for allocations of profits or distribution of assets
of Shareholder.
Shareholder has full legal right, power and authority to make, execute,
deliver and perform this Agreement and to carry out all of the transactions
provided for herein.
Shareholder has taken such action as is necessary or appropriate to enable
it to perform its obligations hereunder, and this Agreement constitutes the
legal, valid and binding obligation of Shareholder, enforceable against
Shareholder in accordance with its terms. No approval, waiver, consent or
clearance is required from any third party or governmental authority in
connection with the execution, delivery or performance of this Agreement by
Shareholder.
Other Covenants and Representations
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Corporate Governance. The Company agrees that it will cause two
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persons designated by Shareholder and reasonably acceptable to the Board of
Directors to be elected to the Board of Directors upon the resignation of
Mitchell L. Hollin and Gary H. Neems on the Closing. Shareholder and the
Company agree that after the Closing the Board of Directors shall consist (and
Shareholder and the Company shall use their respective best efforts to cause the
Board of Directors to consist) of (i) two persons designated by Shareholder and
reasonably acceptable to the Board of Directors, (ii) the CEO and (iii) at least
three other persons who are Independent Directors. The Board of Directors will
nominate directors thereafter consistent with the preceding sentence. The
parties contemplate that Shareholder's two nominees will initially be Jeff
Jensen and an industry figure selected by Shareholder with the assistance of the
CEO of the Company. The provisions of this paragraph shall terminate in the
event Shareholder and its Affiliates beneficially own Voting Securities
representing less than 15% of the Voting Power in respect of the general
election of directors of the Company.
Restrictions on Business Combinations. Shareholder agrees that it
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and its Affiliates will not (and Shareholder agrees that it will cause its
Affiliates not to) consummate any tender offer, exchange offer, merger or other
business combination, recapitalization or similar transaction involving the
Company or any of its subsidiaries unless approved by (i) a majority of members
of a special committee consisting of all of the Independent Directors and (ii) a
majority of the shares voted by holders of shares of Common Stock (or other
Voting Securities) of the Company not owned by Shareholder or its Affiliates
(the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer,
the offer has a minimum condition that a majority of the Unaffiliated Shares
shall have been validly tendered and not withdrawn and the offer provides that
it will be extended for 10 business days after Shareholder has publicly
announced that such minimum condition has been satisfied. In the event of a
Takeover Proposal initiated by a third party and recommended by the Company's
Board of Directors, Shareholder agrees that it and its Affiliates will vote the
Excess Shares in the same proportion as the Unaffiliated Shares are voted on
such Takeover Proposal.
Bylaws. Shareholder and the Company agree that the Company's
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bylaws shall be amended to provide that the approval of at least a majority of
the Company's Independent Directors shall be required to approve any amendment
to the articles of incorporation or bylaws of the Company that would contravene
or otherwise alter this Agreement.
Amendments. Shareholder and the Company agree that at least a
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majority of the Company's Independent Directors shall be required to approve any
amendment to, or waiver of, this Agreement, including amendments of the defined
terms used herein.
Miscellaneous
Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, fax or air courier guaranteeing delivery:
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If to the Company, to:
RMH Teleservices, Inc.
40 Morris Avenue
Bryn Mawr, PA 19010
Attention: Chairman of the Board
Telecopy: (610) 520-5357
(with copies to):
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: Peter D. Cripps
Telecopy: (215) 994-2222
or to such other person or address as the Company shall furnish to Shareholder
in writing;
If to Shareholder, to:
R-T Investors, LLC
c/o Ralph Wolfe
2121 Precinct Line Road
Hurst, Texas 76054
Telecopy: (817) 428-3898
(with copies to):
Mark N. Rogers, Esq.
2175 West 14th Street
Tempe, Arizona 85281
Telecopy: (602) 808-5015
or to such other person or address as Shareholder shall furnish to the Company
in writing.
All such notices, requests, demands and other communications shall be
deemed to have been duly given: at the time of delivery by hand, if personally
delivered; five (5) business days after being deposited in the mail, postage
prepaid, if mailed domestically in the United States;
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when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the business day for which delivery is guaranteed, if timely delivered to an air
courier guaranteeing such delivery.
Survival of Representations and Warranties. The representations
and warranties made herein shall survive through the term of this Agreement.
Legends. If requested in writing by the Company, Shareholder shall
present or cause to be presented promptly all certificates representing Voting
Securities beneficially owned by Shareholder or any of its Affiliates, for the
placement thereon of a legend substantially to the following effect, which
legend will remain thereon as long as such Voting Securities are beneficially
owned by Shareholder or an Affiliate:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE
TERMS AND CONDITIONS OF A SHAREHOLDER AGREEMENT BETWEEN THE COMPANY AND THE
HOLDER SPECIFIED THEREIN. A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION
OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE
SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.
The Company may enter a stop transfer order with the transfer order with
the transfer agent or agents of Voting Securities against any transfer of Voting
Securities not in compliance with the provisions of this Agreement.
Enforcement. Shareholder on the one hand, and the Company, on the
other hand, acknowledge and agree that irreparable injury to the other party
would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that, in addition to any other remedies which may be
available at law or in equity, each party hereto (the "Moving Party") shall be
entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other party hereto will not take action,
directly or indirectly, in opposition to the Moving Party seeking such relief on
the grounds that any other remedy or relief is available at law or in equity.
The parties further agree that no bond shall be required as a condition to the
granting of any such relief.
Entire Agreement. This Agreement, and the Stock Purchase Agreement
constitute the
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entire agreement and understanding of the parties with respect to the
transactions contemplated hereby and thereby. This Agreement may be amended only
by a written instrument duly executed by the parties or their respective
successors or assigns.
Severability. Whenever possible, each provision or portion of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law, rule or regulation in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision in such jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision shall have been replaced
with a provision which shall, to the maximum extent permissible under such
applicable law, rule or regulation, give effect to the intention of the parties
as expressed in such invalid, illegal or unenforceable provision.
Headings. Descriptive headings contained in the Agreement are for
convenience only and will not control or affect the meaning or construction of
any provision of this Agreement.
Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties, and each such
executed counterpart will be an original instrument.
No Waiver. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or any breach of any other provision of this Agreement.
The failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement.
Successors and Assigns. This Agreement shall be binding upon the
respective successors and assigns of the parties, provided that Shareholder
agrees that it and its Affiliates shall not transfer any Voting Securities to
any Person who has not agreed in writing to be bound by the terms of the
Agreement as if it were Shareholder or an Affiliate of Shareholder.
Notwithstanding the foregoing, Shareholder and its Affiliates shall not be
required to obtain such written agreement from any transferee of Voting
Securities if such transfer is (i) pursuant to a bona fide public offering, (ii)
pursuant to transactions effected in accordance with Rule 144 under the
Securities Act or (iii) a block transfer that will result in the transferee
beneficially owning Voting Securities representing less than 10% of the Voting
Power in respect of the general election of directors of the Company.
Governing Law. This Agreement will be governed by and construed
and enforced in accordance with the internal laws of the Commonwealth of
Pennsylvania, without giving effect to the conflict of laws principles thereof.
Further Assurances. From time to time on and after the date
hereof, the Company and
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Shareholder, as the case may be, shall deliver or cause to be delivered to the
other party hereto such further documents and instruments and shall do and cause
to be done such further acts as the other party hereto shall reasonably request
to carry out more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure that it is protected in acting
hereunder.
Consent to Jurisdiction and Service of Process. Any legal action
or proceeding with respect to this Agreement or any matters arising out of or in
connection with this Agreement, and any action for enforcement of any judgment
in respect thereof shall be brought exclusively in the Court of Common Pleas of
Philadelphia County in the Commonwealth of Pennsylvania or the United States
District Court for the Eastern District of Pennsylvania, and, by execution and
delivery of this Agreement, the Company and Shareholder each irrevocably consent
to service of process out of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, or by recognized international express carrier or delivery
service, to the Company or Shareholder at their respective addresses referred to
herein. The Company and the Shareholder each hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Agreement brought in the courts referred to above and hereby further irrevocably
waives and agrees, to the extent permitted by applicable law, not to plead or
claim in any such court that any such action or proceeding brought in any such
court has been brought in an inconvenient forum. Nothing herein shall affect the
right of any party hereto to serve process in any other manner permitted by law.
Confidentiality. All information gained by the Company and
Shareholder regarding the business and affairs of the other shall be kept
confidential, except for information in the public domain, information which was
previously known to the receiving party, or such information as is required, in
the good faith determination of the party's counsel, to be disclosed by any law,
regulation or governmental agency.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first referred to above.
R-T Investors, LLC
By: /s/ Jeffrey Jensen
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Jeffrey Jensen
President
RMH Teleservices, Inc.
By: /s/ John A. Fellows
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John A. Fellows
Chief Executive Officer
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Exhibit 99.1
Contact: Noah S. Asher
Executive Vice President & Chief Financial Officer
Phone # 610-520-5300
Press Release
RMH TELESERVICES ANNOUNCES NEW SHAREHOLDER
Thursday, March 30, 5:59 pm Eastern Time
BRYN MAWR, PA - March 30, 2000 - RMH Teleservices, Inc. (Nasdaq NMS:RMHT) today
announced that R-T Investors LLC has acquired 49% of the outstanding shares of
the Company in private transactions.
R-T Investors LLC ("RT") was formed by individual members of the Jensen family
and is based in Hurst, Texas. The Jensen family has other significant business
interests in the call center and telecommunications industries.
RT purchased a total of 4,074,456 million shares - 1,416,000 shares from the
founders of the Company and 2,658,456 shares from Advanta Partners, LP. The
purchase price per share was consistent with the market price during the time
the transaction was negotiated. RMH Teleservices' founders, Raymond Hansell and
MarySue Lucci, have retained 418,135 shares of the Company.
Jeff Jensen, RT's President, will be joining the Board of Directors of RMH
Teleservices. He commented, "RT's 49% investment in RMH Teleservices speaks
clearly of the significant growth potential we see for the Company, and reflects
our confidence in the abilities of the management team to capitalize on that
potential. Our family has known John Fellows, CEO of RMH Teleservices, for
several years, both professionally and personally, and has the deepest respect
for his business acumen and integrity. RMH Teleservices serves premier
customers in rapidly growing markets, including the telecommunications,
financial services and insurance industries, which reflects favorably on its
prospects in its core business. We also share with John and his team their
vision that there are vast opportunities emerging in e-commerce customer service
which RMH Teleservices is now targeting. The Company has the ability to
leverage its reputation for top quality inbound and outbound services, its
state-of-the-art teleservices infrastructure with 3,450 workstations, and its
blue-chip customer base to fully exploit these opportunities."
John Fellows stated, "We are very pleased that RT has become a major investor in
the Company. Its action clearly demonstrates confidence in RMH Teleservices'
future growth and profitability. We anticipate that RT's commitment will be a
catalyst for increasing shareholder value."
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RMH Teleservices, Inc. Press Release Page 2
March 30, 2000
About RMH Teleservices
RMH Teleservices, Inc. is a leading provider of inbound and outbound
telemarketing, inbound customer service and e-commerce customer contact programs
for major corporations on both a business-to-business and business-to-consumer
basis. Founded in 1983, the Company is headquartered in Bryn Mawr, Pennsylvania
and has 20 facilities throughout the United States and Canada. To learn more
about RMH Teleservices, please reference the Company's web site at www.rmht.com.
------------
This news release contains forward-looking statements. Such forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or qualified and certain of which are discussed from time to
time in the Company's filings with the Securities and Exchange Commission.
Future events and actual results could differ materially from those set forth
in, contemplated by or underlying the forward-looking statements.
For Additional Information, Please Contact:
RMH Teleservices, Inc. Investor Relations:
Noah Asher, CFO The Equity Group, Inc.
[email protected] www.theequitygroup.com
- -------------------------- ----------------------
(610) 520-5300 Loren G. Mortman (212) 836-9604
[email protected]
---------------------
Linda Latman (212) 836-9609
<PAGE>
Exhibit 99.2
Contact: Noah S. Asher
Executive Vice President & Chief Financial Officer
Phone # 610-520-5300
Press Release
CEO TAKES A LARGE STAKE IN RMH TELESERVICES
SENIOR MANAGEMENT PURCHASES ADDITIONAL SHARES
Friday, March 31, 8:45 am Eastern Time
BRYN MAWR, PA - March 31, 2000 - RMH Teleservices, Inc. (Nasdaq NMS:RMHT) today
announced that John A. Fellows, Chief Executive Officer, purchased 101,315
shares of common stock in a private transaction. In addition, Robert M.
Berwanger, Chief Operating Officer, and Noah A. Asher, Chief Financial Officer,
have increased their holdings in the Company by purchasing a total of 25,000
shares in a private transaction as well.
Following these purchases, Mr. Fellows now holds 203,815 shares of the Company's
common stock and has the option to purchase another 100,000 shares. Mr.
Berwanger and Mr. Asher own a total of 30,500 shares of common stock with
options to purchase an additional 140,000 shares.
Mr. Fellows commented on behalf of his colleagues, stating, "We are of the
opinion that effective corporate leaders share mutual interest as well as risk
with the public stakeholders when they invest their own money in their
companies. As such, we believe that our investment in the Company speaks to the
confidence we have in its future and to our commitment to enhance long-term
shareholder value."
About RMH Teleservices
RMH Teleservices, Inc. is a leading provider of inbound and outbound
telemarketing, inbound customer service and e-commerce customer contact programs
for major corporations on both a business-to-business and business-to-consumer
basis. Founded in 1983, the Company is headquartered in Bryn Mawr, Pennsylvania
and has 20 facilities throughout the United Stated and Canada. To learn more
about RMH Teleservices, please reference the Company's web site at www.rmht.com.
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- more -
<PAGE>
RMH Teleservices, Inc. Press Release Page 2
March 31, 2000
This news release contains forward-looking statements. Such forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or qualified and certain of which are discussed from time to
time in the Company's filings with the Securities and Exchange Commission.
Future events and actual results could differ materially from those set forth
in, contemplated by or underlying the forward-looking statements.
For Additional Information, Please Contact:
RMH Teleservices, Inc. Investor Relations:
Noah Asher, CFO The Equity Group Inc.
[email protected] www.theequitygroup.com
- -------------------------- ----------------------
(610) 520-5300 Loren G. Mortman
[email protected]
---------------------
(212) 836-9604
Linda Latman
(212) 836-9609
####
