<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of report (date of earliest event reported): November 22, 1999
Navigant Consulting, Inc.
-------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation)
0-28830 36-4094854
------- ----------
(Commission File Number) (IRS Employer Identification No.)
615 N. Wabash, Chicago, Illinois 60011
-------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(312) 573-5600
--------------
(Registrant's Telephone Number, Including Area Code)
520 Lake Cook Road, Suite 500, Deerfield, Illinois
--------------------------------------------------
(Former Address)
<PAGE>
Item 5. Other Events.
On November 22, 1999, Navigant Consulting, Inc. (the "Company") announced
that its Board of Directors had elected Mitchell H. Saranow, an outside director
since 1996, as the Company's Chairman, John Reed as its Vice Chairman, and Carl
Spetzler as its President. These three executives will serve as co-Chief
Executive Officers and will together form the new Office of the Chief Executive.
The former Chief Executive Officer, Robert P. Maher, has resigned. In addition,
both Mr. Maher and Barry S. Cain, the Company's Chief Administrative Officer,
have resigned from the Board of Directors. The Company also announced that it
dismissed its General Counsel, Charles A. Demirjian, and its Vice President of
Corporate Development, Stephen J. Denari. The Company issued the Press Release
attached hereto as Exhibit 99.1 and incorporated herein by reference on November
22, 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99.1. Press Release dated November 22, 1999
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.
/s/ Timothy D. Kingsbury
Date: November 24, 1999 By:____________________________________
Timothy D. Kingsbury
Chief Financial Officer
<PAGE>
Investor Contacts: Media Contacts:
Joan Bates (312) 573-5650 Joey Iske (312) 573-5657
Helen Rotherham (312) 573-5603 Mimi Limbach (312) 573-5653
FOR USE: Immediate
NEW TOP MANAGEMENT TEAM TO LEAD NAVIGANT CONSULTING TO NEXT PHASE OF DEVELOPMENT
. New management team brings extensive track record of leadership, performance
excellence
. Mitchell Saranow is Chairman, John Reed is Vice Chairman, Carl Spetzler is
President. Office of Chief Executive formed.
. Robert Maher resigns
CHICAGO, November 22, 1999 - The Board of Directors of Navigant Consulting,
Inc., [NYSE: NCI] today announced the election of a new top management team that
will lead the company through the next stage of its development.
Mitchell H. Saranow, a member of the Board of Directors since 1996, has become
the company's Chairman. John J. Reed and Carl S. Spetzler, who have been
responsible for leading major parts of the company's management consulting
practices, will serve as Vice Chairman and President, respectively. The three
executives will share leadership roles as co-Chief Executive Officers and will
together form the new Office of the Chief Executive. Messrs. Reed and Spetzler
also have been appointed to the company's Board of Directors.
Speaking on behalf of the company's Board of Directors, former Illinois Governor
James R. Thompson said, "Mitch, John and Carl bring the business acumen, vision,
financial performance, consulting experience and credibility that will take the
company to its next phase of development. They combine eight decades of
successful leadership in generating performance excellence in their own
enterprises and within Navigant Consulting."
"Navigant Consulting is a great company that can become even better. We have
world-class consulting, management and staff talent, and our businesses are
strong," Messrs. Saranow, Reed and Spetzler said in a statement. "We are moving
from the entrepreneurial era to a new era that requires a different kind of
management."
The Board of Directors accepted the resignation of Robert P. Maher, who served
as the company's Chairman, Chief Executive Officer and President. Charles A.
Demirjian, General Counsel, and Stephen J. Denari, Vice President of Corporate
Development, were dismissed. In addition, Mr. Maher and Barry S. Cain, Vice
President and Chief Administrative Officer, have resigned from the Board of
Directors.
The Board of Directors also announced that it has formed a special committee -
<PAGE>
composed of Mr. Saranow and the two outside directors, Governor Thompson and
Peter Pond, Managing Director of Investment Banking of Donaldson, Lufkin and
Jennrette - to review certain loans made to company officers in the third
quarter of 1999 and other related matters. These loans, which were disclosed in
the company's Quarterly Report on Form 10-Q for the third quarter of 1999,
amounted to $10 million to Mr. Maher and a total of $7 million to Messrs. Cain,
Demirjian and Timothy D. Kingsbury, the company's Chief Financial Officer. Mr.
Maher has repaid the $10 million loan, together with the accrued interest, by
delivering approximately 493,000 shares of Navigant Consulting common stock to
the company at a time when the market price was $20.50 per share.
As previously outlined in the Form 10-Q, KPMG, the company's auditor, has
identified the issue of whether the pooling of interests accounting treatment
of the business combinations consummated in the first quarter of 1999 remains
appropriate in light of purchases of the company's stock that occurred in the
third quarter. If any of the business combinations were to be recharacterized
as purchases rather than poolings of interests, such change would not have any
material impact on the company's cash flows or "cash earnings" during or after
fiscal 1999. The effect on the company's reported net income in prior quarters
would depend upon the significance of the affected transactions. If necessary,
the company will file an amendment to its Quarterly Report on Form 10-Q promptly
after the conclusion of the special committee's review of the matter. The
company expects this issue to be resolved in early December.
Mitchell Saranow, Chairman of Navigant Consulting, has had nearly twenty years
of experience in investment banking, leveraged buy-outs and venture capital as
well as eight years of experience as a chief financial officer. Until early
1997, Mr. Saranow served as Chairman and CEO of Fluid Management, L.P., a
company he founded in 1987 and grew into the leading manufacturer of color
formulation equipment for the paint and ink industries worldwide. Previously,
he served as Vice President of Finance for CFS Continental, Inc., one of the
nation's largest institutional food service companies. He currently is a
director and owner of Mid Atlantic Cable TV of Washington, D.C., which serves
50,000 subscribers in the Washington - Baltimore - Philadelphia area. Mr.
Saranow is also a director of Lawson Products, Inc. He received his BS in 1967
from Northwestern University. In 1971, he received a MBA from Harvard Business
School and a J.D. from Harvard Law School. Mr. Saranow also earned a CPA in
1981.
John Reed, Vice Chairman of Navigant Consulting, has nearly two decades of
leadership in management, economic and financial consulting. He previously was
an Executive Managing Director of one of the company's four divisions composed
of nine companies. Mr. Reed built his own company - REED Consulting Group -
into a significant force in the electric utility industry, particularly in the
area of asset transactions. REED Consulting Group was acquired by Navigant
Consulting in 1997. He has provided advisory services in the areas of mergers,
acquisitions, divestitures, and valuations, market analysis, planning and
forecasting, rate and regulatory studies. Mr. Reed has led the firm's
representation of utility clients in recent financial transactions totaling more
than $20 billion. Earlier in his career, he was Chief Economist for Southern
California Gas Company. Mr. Reed is a graduate of the Wharton School of the
University of Pennsylvania.
<PAGE>
Carl Spetzler, President of Navigant Consulting, is a globally renowned
consultant on change management, strategy development, business innovation and
decision analysis. He previously was an Executive Managing Director of one of
the company's four divisions composed of four previously separate companies. He
has created business strategies for major financial institutions, capital-
intensive companies, high-technology manufacturers and systems businesses. He
has led strategy assignments to redirect and restructure major U.S.
corporations. He co-founded the Strategic Decisions Group in 1981, which became
part of Navigant Consulting in 1999. Prior to leading SDG, he was the Director
of the Financial Industries and Strategic Methodologies Centers at SRI
International, formerly Stanford Research Institute. He received an MBA and a
PhD in economics and business administration and a BS in chemical engineering
from the Illinois Institute of Technology.
Navigant Consulting, Inc. is a global management consulting firm that provides
strategic, financial, management, and expert services to Fortune 100 companies,
government agencies, legal counsels, and regulated and network industries. The
company focuses on industries undergoing substantial structural change and the
issues that drive it.
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, income and margins, 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 including those
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, follow-on offerings, revenue and financial estimates,
significant client assignments, recruiting and new business solicitation
efforts, regulatory changes, and general economic conditions.
For more information on Navigant Consulting, Inc., simply dial 1-800-PRO-INFO
and enter the company ticker: NCI.
