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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): AUGUST 15, 1997
THE METZLER GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-28830 36-4094854
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(Commission File Number) (IRS Employer Identification No.)
520 LAKE COOK ROAD, SUITE 500, DEERFIELD, ILLINOIS 60015
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(Address of Principal Executive Offices) (Zip Code)
(847) 914-9100
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(Registrant's Telephone Number, Including Area Code)
NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective August 15, 1997, The Metzler Group, Inc. (the "Company")
completed the acquisition of all of the outstanding securities of Reed
Consulting Group, Inc., ("RCG") an electric utilities consulting corporation
organized under the laws of Massachusetts through a merger of Reed Acquisition
Co., a wholly-owned subsidiary of the Company, into RCG.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
10.1 Press Release dated August 18, 1997.
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.
THE METZLER GROUP, INC.
Date: August 28, 1997 By: /s/Robert P. Maher
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Robert P. Maher, President and Chief Executive Officer
(Signature)
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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.
THE METZLER GROUP, INC.
Date: August 28, 1997 By: /s/ Robert P. Maher
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Robert P. Maher, President and Chief Executive Officer
(Signature)
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Exhibit 10.1
[Letter Head of FRB]
FOR IMMEDIATE RELEASE
MONDAY, AUGUST 18, 1997
METZLER GROUP COMPLETES ACQUISITION OF REED CONSULTING GROUP
Deal Expands and Intensifies Geographic Coverage, Adds Consultants and
Service Capabilities
DEERFIELD, IL, AUGUST 18 -- The Metzler Group, Inc. (Nasdaq: METZ), a leading
nationwide provider of consulting services to electric and gas utilities and
other energy-related businesses, today announced it had acquired privately
owned Reed Consulting Group in a transaction to be accounted for as a pooling
of interests. Reed, which had 1996 revenues of $5 million, is a leading
strategic management and financial services consulting firm serving a wide
range of energy industry clients in the domestic and international markets.
"We are continuing to execute our strategy of consolidating consulting services
to the energy industry," said Robert P. Maher, The Metzler Group's chairman,
chief executive and president. "Reed's consulting strengths are highly
complementary with the existing skill sets within the Metzler Group and further
increases our depth of service capabilities and broadens our client base with
the energy industry. Reed provides a solid presence on the east coast, while
further expanding the scope of our client relationships across the U.S. and
internationally."
Excluding related merger costs, The Metzler Group anticipates a positive
contribution to EPS in 1997 and thereafter. Following the transaction, Reed
will operate as an independent, wholly owned subsidiary of The Metzler Group.
John J. Reed, president and founder of Reed Consulting Group, will remain as
president of the Reed operating subsidiary.
One of Reed's specialties is helping its clients respond to the changing market
conditions brought about by federal and state regulatory initiatives. As an
example, Reed is currently assisting Boston Edison in managing the divestiture
of its fossil generation business. In addition,
MORE...
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The Metzler Group, Inc.
ADD ONE
over the past two years Reed has supported various lending groups and
consortiums in the pursuit of nearly $9 billion in acquisition opportunities in
the United States and Australia.
The Metzler Group is a leading nationwide provider of consulting services to
electric and gas utilities and other energy-related business. The company's
initial consulting business, Metzler & Associates, offers a wide range of
consulting services related to information technology, process/operations
management, business strategy development, and marketing and sales designed to
assist its clients in succeeding in a business environment of changing
regulation, increasing competition and evolving technology. Along with Metzler
& Associates, the company has Resource Management International, Inc. (RMI),
headquartered in Sacramento, California. RMI provides a broad spectrum of
management and engineering consulting services to providers and users of
electric power, natural gas, water, telecommunications and information systems.
The Metzler Group's stock trades on the Nasdaq National Market under the
symbol METZ.
Reed Consulting Group was founded in 1988 and has offices in Burlington,
Massachusetts, and Pasadena, California. Reed specializes in the analysis of
competitive energy markets, regulatory and litigation support, strategic
planning and organizational studies, and customized information services for
all participants in the energy marketplace. Reed's clients include natural gas
utilities, electric utilities, energy marketers/retailers, gas pipelines,
energy project developers, energy producers, large energy consumers, banks,
financial institutions, and law firms.
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as, "forward looking statements"
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67. Forward-looking
statements may be identified by words including "anticipate," "believe,"
"intends," "estimates," "expect" and similar expressions. The Company
cautions readers that forward-looking statements, including without limitation,
those relating to the Company's future business prospects, revenues, working
capital, liquidity, and income, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those indicated in
the forward looking statements, due to several important factors herein
identified, among others, and other risks and factors identified from time to
time in the Company's reports filed with the SEC. Such risk factors include,
but are not limited to: acquisitions and acquisitions under consideration,
significant client assignments, recruiting and new business solicitation
efforts, regulatory changes and general economic conditions.
FOR MORE INFORMATION ON THE METZLER GROUP, INC.,
SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY TICKER: METZ
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