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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 25, 1999
LASON, INC.
DELAWARE 0-21407 38-3214743
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
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(Address of Principal (Zip Code)
Executive Offices)
(248) 597-5800
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On March 25, 1999, Lason, Inc. (the "COMPANY") announced (see attached
press release) that it had reached agreement on terms for the merger with
M-R Group plc ("M-R"), to be effected by means of a Scheme of Arrangement
to be proposed by M-R under Section 425 of the Companies Act 1985 under the
laws of the United Kingdom. M-R's Board of Directors recommends the merger
to its shareholders. The combination is expected to be treated as a pooling
of interests for US accounting purposes.
As consideration under the Scheme, M-R shareholders will receive 4.877 new
shares of Company Common Stock for every 100 M-R Shares held. The new
Company Common Stock will rank pari passu with existing Company Common
Stock. Based on the NASDAQ closing price of $53.88 per share of Company
Common Stock on March 24, 1999, the transaction values the entire share
capital of M-R at approximately $145 million (assuming the exercise of all
outstanding options under the M-R share option schemes).
The Scheme is conditional, inter alia, on the consent of M-R shareholders
and the approval of a United Kingdom court. It is currently expected that
the M-R shareholders' meeting will be held on May 21, 1999 and that the
Scheme will become effective on June 23, 1999.
Immediately following completion of the acquisition, assuming the exercise
of all outstanding options to purchase M-R shares, former holders of M-R
shares will hold approximately 14.8% of the then outstanding shares of the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 March 25, 1999 press release
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.
Dated: March 25, 1999 LASON, INC.
By: /s/ William J. Rauwerdink
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William J. Rauwerdink
Its: Executive Vice President
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EXHIBIT INDEX
Exhibit: Description:
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99.1 March 25, 1999 press release
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EXHIBIT 99.1
LASON ANNOUNCES AGREEMENT TO MERGE WITH UK-BASED M-R GROUP
TROY, Mich. (March 25, 1999) - Lason, Inc. (Nasdaq NM: LSON) today announced
that it reached agreement on the terms of a merger with M-R Group plc, a leading
United Kingdom-based document and data management company. Revenue of M-R Group
is approximately US $90 million on an annualized basis. The consolidated
company, operating as Lason, Inc., will be the world's leading provider of
integrated information management services for image and data capture, data
management and output processing. "The proposed merger with London-based M-R
Group meets our strategic objective of delivering information management
services to our multi-national clients," stated Gary L. Monroe, Chairman and
Chief Executive Officer of Lason. "M-R Group is our largest acquisition to date
and provides Lason with a strong platform for growth in Europe, and provides an
excellent management team to assist with future expansion. Colin Haylock,
Executive Chairman of M-R Group, will continue to lead its operations and will
report to me. "We are excited about the potential of cross-selling our service
offerings through an expanded international network. M-R has a solid record of
profitable growth, and we believe merging with a large platform company like M-R
will enhance our world-wide leadership position. We are pleased that M-R's Board
of Directors has unanimously recommended that its shareholders accept our offer.
"The commonality of our and M-R's strategic direction and approach to the
marketplace will facilitate our ability to grow the business together,"
concluded Mr. Monroe. The proposed transaction is expected to be accounted for
as a pooling-of-interests for United States accounting purposes and will involve
an exchange of newly issued Lason common stock valued at approximately US $145.2
million ((pound)88.4 million). Closing of the transaction is expected before
June 30, 1999, and is subject to M-R Group shareholder and certain other
approvals. Under terms of the agreement, M-R Group shareholders will receive
4.877 new shares of Lason common stock for every 100 M-R Group shares held.
Based on the closing price of US$53.88 per Lason share on Wednesday, March 24,
1999, the terms equate to US$2.628 ((pound)1.60) per M-R Group share. Lason is a
leading provider of integrated information management services for image and
data capture, data management and output processing. Since its founding in 1985,
Lason has grown to employ over 8,000 people with operations in 27 U.S. states,
Canada, Mexico, India and the Caribbean, and serve over 4,000 customers. The
Company currently has over 70 multi-functional imaging centers and operates over
100 facility management sites located on customers' premises. M-R Group is a
leading United Kingdom document and data management company, employing over
1,000 people. M-R provides a variety of data and document management services
including scanning and conversion, electronic storage and retrieval,
micrographic and data management services. Its services are focused on the
financial, telecommunications and utilities markets, in addition to government
agencies. With its principal locations in the United Kingdom, M-R also offers
its services to clients in the United States and has operations in Mauritius.
For the fiscal year ended June 30, 1998, M-R's revenue was approximately
(pound)46.8 million (US $76.0 million) of which approximately 23 per cent came
from its United States- based operations. Its net income was approximately
(pound)5.0 million (US$8.1million). M-R had stockholders' equity of
approximately (pound)18.5 million (US$30.1 million) at June 30, 1998.
This press release, other than historical financial information, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E for the Securities
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Exchange Act of 1934, as amended. Those statements include statements regarding
the intent, belief or current expectations of the Company and its management.
Prospective investors are cautioned that any such forward looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties, and that actual results could differ materially from those
indicated by such forward-looking statements. Among the important factors that
could cause actual results to differ materially from those indicated by such
forward looking statements are(i) that the information is of a preliminary
nature and may be subject to further adjustment, (ii) variations in quarterly
results, (iii) the assimilation of acquisitions, (iv) the management of the
Company's growth and expansion, (v) dependence on major customers, dependence on
key personnel, (vi) development by competitors of new or superior products or
services, or entry into the market of new competitors, (vii) fluctuations in
paper prices, (viii) integrity and reliability of the Company's data, (ix)
volatility of the Company's stock price, (x) changes in the business services
outsourcing industry, (xi) significance of intangible assets, (xii) changes
related to compensatory stock options, and (xiii) other risks identified from
time to time in the Company's reports and registration statements filed with the
Securities and Exchange Commission.
