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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
Bright Horizons, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
109190108
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(CUSIP Number)
CorporateFamily Solutions, Inc.
209 Tenth Avenue South
Nashville, TN 37203
Attn: Michael E. Hogrefe
(615) 256-9915
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 26, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 109190108 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
CorporateFamily Solutions, Inc.
IRS Employer Identification No.: 62-1302117
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES 560,073 (Right to Acquire)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 560,073 (Right to Acquire)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,073 (Right to Acquire)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0% (Based on outstanding common stock as of March 31, 1998)
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock"), of Bright Horizons, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at One
Kendall Square, Building 200, Cambridge, MA 02139.
ITEM 2. IDENTITY AND BACKGROUND.
This schedule 13D is filed on behalf of CorporateFamily Solutions,
Inc., a Tennessee corporation (the "Filing Person"), with its principal office
and business located at 209 Tenth Avenue, Suite 300, Nashville, Tennessee 37203.
The principal business of the Filing Person is the provision of early education
and family support services.
Information concerning the executive officers and directors of the
Filing Person and the persons controlling the Filing Person, if any, is set
forth in Schedule A to this Schedule 13D and is incorporated herein by
reference. Unless otherwise set forth in Schedule A, each of the executive
officers and directors is a citizen of the United States. Neither the Filing
Person nor, to the best of its knowledge, any person named in Schedule A to this
statement, during the last five years (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 26, 1998, the Filing Person and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"). In accordance with the
terms of the Merger Agreement (i) the Filing Person and the Issuer will form
Bright Horizons Family Solutions, Inc., a Delaware corporation ("BHFS"), (ii)
Merger Sub B, a Delaware corporation and wholly owned subsidiary of BHFS, will
merge (the "BRHZ Merger") with and into the Issuer, with the Issuer as the
Surviving Corporation and (iii) Merger Sub A, a Tennessee corporation and wholly
owned subsidiary of BHFS, will merge (the "CFAM Merger" and together with BHRZ
Merger, the "Merger") with and into the Filing Person, with the Filing Person as
the Surviving Corporation. In the Merger, each issued and outstanding share of
common stock, par value $0.01 per share, of the Issuer will be converted into
the right to receive 1.15022 shares of common stock, par value $0.01 per share,
of BHFS ("BHFS Common Stock") and each issued and outstanding share of common
stock, no par value per share, of the Filing Person will be converted into the
right to receive one share of BHFS Common Stock.
Concurrently with the execution of the Merger Agreement, the Filing
Person and the Issuer entered into reciprocal Stock Option Agreements, granting
each other the right to purchase ten percent (10%) of the then issued and
outstanding shares of Common Stock of the other entity, exercisable upon the
occurrence of certain events.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (c) See Item 3.
(d) The Merger Agreement provides that the Directors of BHFS
will be compromised of eleven members, including four from
the Filing Person, four from the Issuer, and three
additional members to be jointly agreed to by the Filing
Person and the Issuer at a later date.
(e) - (j) See Item 3.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) and (b) See Item 3. Concurrently with the execution of the Merger
Agreement, the Filing Person and the Issuer entered into reciprocal Stock Option
Agreements, granting each other the right to purchase ten percent (10%) of the
then issued and outstanding shares of Common Stock of the other entity,
exercisable upon the occurrence of certain events. If the Stock Option were to
become exercisable and the Filing Person should exercise the stock option, the
Filing Person will have the sole power to vote and dispose of said stock.
(c) Neither the Filing Person nor the directors or executive officers
of the Filing Person have effected any transactions in the Common Stock of the
Issuer in the past sixty (60) days.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Items 3 and 4. The Stock Option Agreement provides that the Filing
Person may put the Stock Option or any shares of Common Stock purchased upon
exercise thereof to the Issuer upon the happening of certain events and at the
prices described therein. The foregoing description is qualified in its entirety
by reference to the full text of the Stock Option Agreement, which is
incorporated herein by reference. Except as otherwise described in the Stock
Option Agreement, neither the Filing Person nor the directors or executive
officers thereof have any other contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the Issuer,
including but not limited to, any agreement to transfer, vote, hold or dispose
of the shares of Common Stock of the Issuer held by the Filing Person, any
finders' fees, joint ventures, call or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or withholding
of proxies relating to the Issuer or the Common Stock of the Issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger dated April 26, 1998, by and
between Bright Horizons, Inc. and CorporateFamily Solutions, Inc.
(Incorporated by Reference to Exhibit 2.1 of the Current Report
on Form 8-K filed by CorporateFamily Solutions, Inc. on April 28,
1998, File No. 000-22811).
Exhibit 2 Stock Option Agreement dated April 26, 1998, by and between
Bright Horizons, Inc. (Issuer) and CorporateFamily Solutions,
Inc. (Grantee) (Incorporated by Reference to Exhibit 2.3 of the
Current Report on Form 8-K filed by CorporateFamily Solutions,
Inc. on April 28, 1998, File No. 000-22811).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
/s/ Michael E. Hogrefe
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Michael E. Hogrefe
Executive Vice President, Chief Financial Officer
and Secretary
Date: May 6, 1998
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SCHEDULE AND EXHIBIT INDEX
<TABLE>
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PAGE
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<S> <C> <C>
Schedule A List of Directors and Executive Officers of the Filing Person 8
</TABLE>
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SCHEDULE A
CORPORATEFAMILY SOLUTIONS, INC.
Listed below are the directors and executive officers of
CorporateFamily Solutions, Inc. The business address of CorporateFamily
Solutions, Inc. is 209 Tenth Avenue South, Nashville, TN 37243.
<TABLE>
<CAPTION>
Principal Occupation and Name
Name Title Business and Address of Employer
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Marguerite W. Sallee* President and Chief Executive CorporateFamily Solutions, Inc.
Officer and Director 209 Tenth Avenue South
Nashville, TN 37243
Robert D. Lurie* Chairman of the Board of Directors CorporateFamily Solutions, Inc.
and Director of Research and One Cattano Avenue
Development Morristown, NJ 07960
Michael E. Hogrefe* Executive Vice President, Chief CorporateFamily Solutions, Inc.
Financial Officer and Secretary 209 Tenth Avenue South
Nashville, TN 37243
Jerry L. Calhoun Director The Boeing Company
Vice President, Employee and
Union Relations
(Aeronautics Manufacturing
Company)
P.O. Box 3707 Mailstop 10-11
7755 East Marginal Way South
Seattle, WA 98124-2207
Thomas G. Cigarran Director American Healthcorp, Inc.
Chairman, President, CEO
(Diabetes Treatment Centers
Operator)
One Burton Hills Blvd.
Nashville, TN 37215
Lamar Alexander Director Empower America
Co-director
(Public Policy Advocacy
Organization)
1922 West End Ave., 2nd Floor
Nashville, TN 37203-2309
</TABLE>
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<TABLE>
<S> <C> <C>
JoAnne Brandes Director S.C. Johnson Commercial Markets,
Inc.
Sr. Vice President, Senior Counsel
and Secretary
(Cleaning Products Manufacturer)
8310 16th Street - P.O. Box 902
Sturtevant, WI 53177-0902
Joseph L. Guzzo Director Retired from Marriott Corporation
former Senior Vice President,
Corporate Alliances Marriott
International
One Marriott Drive, Dept. 885.01
Washington, D.C. 20058
E. Townes Duncan Director Solidus, LLC
President
(Investment Firm)
30 Burton Hills Blvd., Suite 100
Nashville, TN 37215
</TABLE>
To the knowledge of the Filing Person, none of the directors and/or executive
officers listed above own shares of Common Stock of the Issuer. Those names
marked with an asterisk are employed solely by the Filing Person.
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