<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
CORPORATEFAMILY SOLUTIONS, INC.
________________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________________
(Title of Class of Securities)
22003R 10 1
_____________________________
(CUSIP Number)
Bright Horizons, Inc.
One Kendall Square, Building 200
Cambridge, MA 02139
Attention: Elizabeth J. Boland
(617) 577-8020
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 26, 1998
______________________________________________________
(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
(Page 1 of 9 Pages)
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SCHEDULE 13D
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CUSIP NO. 22003 R 10 1 PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIGHT HORIZONS, INC.
IRS EMPLOYER IDENTIFICATION NUMBER: 04-3390321
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF 460,838 (RIGHT TO ACQUIRE)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 460,838 (RIGHT TO ACQUIRE)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
460,838 (RIGHT TO ACQUIRE)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10% (BASED ON OUTSTANDING COMMON STOCK AS OF MARCH 31, 1998)
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TYPE OF REPORTING PERSON*
14
CO
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SCHEDULE 13D
------------
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to the Common Stock, no par value (the "Common
Stock"), of CorporateFamily Solutions, Inc., a Tennessee corporation (the
"Issuer"). The Issuer has its principal executive offices at 209 Tenth Avenue,
Suite 300, Nashville, Tennessee 37203.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is filed on behalf of Bright Horizons, Inc., a Delaware
corporation (the "Filing Person"), with its principal office and business
located at One Kendall Square, Building 200, Cambridge Massachusetts 02139. The
Filing Persons principal business 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 on 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 and similar misdemeanors); or (ii) has been 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 Filing Person, with the Filing Person 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 the
BRHZ Merger, the "Merger") with and into the Issuer, with the Issuer as the
Surviving Corporation. In the Merger, each issued and outstanding share of
common stock, par value $0.01 per share, of the Filing Person 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 Issuer 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 the Transaction.
--------------------------
(a) - (c) See Item 3.
(d) The Merger Agreement provides that the Directors of BHFS will be
comprised 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. Interest in Securities of the Issuer.
------------------------------------
(a) - (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 the Filing Person 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 Persons 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
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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.
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).
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Exhibit 2 Stock Option Agreement dated April 26, 1998 by and between Bright
Horizons, Inc. (Grantee) and CorporateFamily Solutions, Inc.
(Issuer) (Incorporated by Reference to Exhibit 2.2 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.
Dated: May 1, 1998
BRIGHT HORIZONS, INC.
By: /s/ Elizabeth J. Boland
____________________________
Name: Elizabeth J. Boland
Title: Chief Financial Officer
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SCHEDULE AND EXHIBIT INDEX PAGE
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Schedule A List of Directors and Executive Officers of the Filing Person 8
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SCHEDULE A
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BRIGHT HORIZONS, INC.
---------------------
Listed below are the directors and executive officers of Bright Horizons,
Inc. The business address of Bright Horizons, Inc. is One Kendall Square,
Building 200, Cambridge, MA 02139.
<TABLE>
<CAPTION>
Principal Occupation and Name,
Name Title Business and Address of Employer
- ---- ----- --------------------------------
<S> <C> <C>
Roger H. Brown* Chairman of the Board of Bright Horizons, Inc.
Directors, Chief Executive One Kendall Square, Building 200
Officer and Director Cambridge, MA 02139
Linda A. Mason* President and Director Bright Horizons, Inc.
One Kendall Square, Building 200
Cambridge, MA 02139
Joshua Bekenstein Director Bain Capital, Inc.
Managing Director
(Leveraged Buyout Firm)
Two Copley Place
Boston, MA 02116
Robert S. Benson Director Professional Assist Corporation
President
(Membership Association Company)
1426 Shavano Court
Evergreen, CO 80439
John M. Reynolds Director Cambridge Associates, Inc.
Consultant
(Investment/Financial Consulting)
One Winthrop Square
Boston, MA 02110-1276
Sara Lawrence-Lightfoot Director Harvard Graduate School of
Education, Professor
Room 463, Gutman Library
Six Appian Way
Cambridge, MA 0218
Rebecca Haag Director Hill Holliday, Senior Vice
President
of Human Resources
(Advertising/Marketing Firm)
200 Clarendon Street
Boston, MA 02116
</TABLE>
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<TABLE>
<S> <C> <C>
William H. Donaldson Director Donaldson, Lufkin & Jenrette
Co-Founder & Senior Advisor
(Investment Banking Firm)
277 Park Avenue, 18th Floor
New York, NY 10172
Elizabeth Boland* Chief Financial Officer Bright Horizons, Inc.
One Kendall Square, Building 200
Cambridge, MA 02139
Stephen I. Dreier* Chief Administrative Bright Horizons, Inc.
Officer, One Kendall Square, Building 200
Secretary and Treasurer Cambridge, MA 02139
Mary Ann Tocio* Chief Operating Officer Bright Horizons, Inc.
One Kendall Square, Building 200
Cambridge, MA 02139
</TABLE>
None of the directors and 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 and have an address of One Kendall Square, Building 200,
Cambridge, MA 02139.
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