UNITED STATES 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: March 10, 1998
HAGLER BAILLY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE__________ 54-1759180
(State or other jurisdiction of incorporation or organization) I.R.S. Employer
Identification Number
1530 Wilson Boulevard, Suite 900, Arlington, VA 22209 (Address of principal
executive offices)(Zip Code)
703-351-0300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months(or such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days. [X] Yes [ ] No
Table of Contents
Description ____
Item 5. Other Events...........................................................
SIGNATURES......................................................................
<PAGE>
Item 5. Other Events.
On February 23, 1998 Hagler Bailly, Inc. ("Hagler Bailly") completed the
merger (the "Merger") of its wholly-owned subsidiary, Hagler Bailly Acquisition
Corp. 1998-1 ("Merger Sub") with and into TB&A Group, Inc. ("TB&A") pursuant to
the Plan and Agreement of Merger dated as of February 2, 1998 by and among
Hagler Bailly, Merger Sub and TB&A (the "Merger Agreement"). Upon consummation
of the Merger, TB&A became a wholly-owned subsidiary of Hagler Bailly.
TB&A provides professional management services, and supports public and
private clients in the gas, electric and telecommunications sectors worldwide
with business planning, market assessment and strategy, organizational
effectiveness, reengineering, operational improvements, bench-marking and best
practices, customer acquisition and aggregation, regulatory analysis and
strategy, affiliated interests reviews, technology commercialization,
procurement and materials management, product and service value analysis, new
product development, resource management and asset restructuring.
Pursuant to the Merger Agreement, each share of TB&A Common Stock
outstanding immediately prior to the effective time (the "Effective Time") of
the Merger was converted into approximately 0.78521 shares of Hagler Bailly
Common Stock. An aggregate of 454,994 shares of Hagler Bailly Common Stock were
issued to former holders of TB&A Common Stock(cash will be paid in lieu of
fractional shares aggregating approximately six (6) shares).
Pursuant to the Merger Agreement, 45,500 shares of Hagler Bailly Common
Stock issued to former holders of TB&A Common Stock were deposited into escrow
to secure the performance of the indemnity obligations of TB&A under the Merger
Agreement and are subject to the Escrow Agreement dated as of February 23, 1998
by and among Hagler Bailly, Merger Sub, the Escrow Agent, State Street Bank and
Trust Company, as Escrow Agent, and Michael J. Beck, as Stockholders'
Representative.
The Merger is intended to be a tax-free reorganization for federal income
tax purposes and is accounted for as a "pooling of interests" under generally
accepted accounting principles.
The shares of Hagler Bailly Common Stock issued pursuant to the Merger have
not been registered under the Securities Act of 1933.
Hagler Bailly estimates it has incurred as much as $200,000 in transaction
costs in connection with the Merger.
In connection with the Merger, a subsidiary of Hagler Bailly has entered
into employment and non-competition agreements with
Michael J. Beck, Ken Buckstaff, Stephen P. Budd, Jassi S. Cheema, Derek
HasBrouck, Thomas J. Resh and William P. Zarakas, all of whom were
officers of TB&A prior to the Merger.
Upon consummation of the Merger, there were 8,869,291 shares of Hagler
Bailly Common Stock issued and outstanding.
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.
HAGLER BAILLY, INC.
(Registrant)
Date: March 10, 1998 By: /s/ Henri-Claude Bailly
Henri-Claude Bailly
President, Chief Executive Officer
and Chairman of the Board
Date: March 10, 1998 By: /s/Daniel M. Rouse
Daniel M. Rouse
Vice President, Chief Financial
Officer, and Treasurer
