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 (Date of earliest event reported) June 30, 2000
HAGLER BAILLY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-29292 541759180
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1530 Wilson Boulevard Suite 400, Arlington, VA 22209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 351-0300
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 19, 2000, Hagler Bailly, Inc. entered into an Agreement and Plan
of Merger with PA Consulting Group, Inc. (the "PA Merger Agreement"). Under the
Merger Agreement, PA's wholly-owned subsidiary PA Holdings, Inc. will be merged
with and into Hagler Bailly, Hagler Bailly will survive as a wholly-owned
subsidiary of PA Consulting Group (the "PA Merger"), and each issued and
outstanding share of Hagler Bailly common stock will be converted into and
exchanged for $5.32 in cash (the "Per Share Amount"), subject to a possible
downward adjustment.
First, the Per Share Amount may be adjusted downward in the event that
Hagler Bailly's capitalization is not as represented by Hagler Bailly in the PA
Merger Agreement. Second, as a condition to the closing of the PA Merger, Hagler
Bailly has agreed to enter into an amendment (the "GKMG Amendment") to that
certain Share Exchange Agreement by and among Hagler Bailly, GKMG and the
stockholders of GKMG dated August 12, 1999 (the "GKMG Share Exchange") to
restructure the amounts and the timing of certain contingent payment obligations
thereunder. The parties to the PA Merger Agreement have agreed to a form of
amendment to the GKMG Agreement which will not result in a downward adjustment
to the Per Share Amount. However, in the event that the GKMG Amendment is
entered into such that the aggregate economic value of the consideration or
other terms of the GKMG Amendment exceeds the aggregate economic value of the
consideration and other terms set forth in the form of amendment agreed to among
the parties to the PA Merger Agreement, the Per Share Amount may be adjusted
downward. Each of these adjustments and all other terms and conditions are more
fully described in the PA Merger Agreement.
The PA Merger is subject to approval by Hagler Bailly's shareholders and
other customary closing conditions. Certain Hagler Bailly shareholders have
entered into agreements to vote their shares in favor of the approval of the PA
Merger Agreement and the PA Merger.
The PA Merger Agreement, the voting agreement and the GKMG Share Exchange
are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and are
incorporated by reference herein. Hagler Bailly and PA Consulting Group issued a
joint press release on June 19, 2000 announcing the signing of the Merger
Agreement. The joint press release is filed as Exhibit 99 hereto.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Hagler Bailly, Inc.,
PA Consulting Group, Inc., PA Holdings Inc. and PA Holdings,
Ltd., dated as of June 19, 2000
2.2 Voting Agreement, dated as of June 19, 2000, by and among PA
Consulting Group, Inc., PA Holdings, Inc. and certain
shareholders of Hagler Bailly, Inc.
2.3 Share Exchange Agreement dated as of August 12, 1999 by and
among the Company, GKMG and the Former Shareholders*
99 Joint Press Release of Hagler Bailly, Inc. and PA Consulting
Group, Inc. dated June 19, 2000
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* Incorporated by reference to Hagler Bailly's current report on Form 8-K
filed with the SEC on August 26, 1999.
<PAGE>
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.
HAGLER BAILLY, INC.
Date: June 30, 2000 By: /s/ Geoffrey W. Bobsin
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Geoffrey W. Bobsin
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Merger by and among Hagler Bailly, Inc., PA
Consulting Group, Inc., PA Holdings Inc. and PA Holdings, Ltd.,
dated as of June 19, 2000
2.2 Voting Agreement, dated as of June 19, 2000, by and among PA
Consulting Group, Inc., PA Holdings, Inc. and certain shareholders
of Hagler Bailly, Inc.
2.3 Share Exchange Agreement dated as of August 12, 1999 by and among
the Company, GKMG and the Former Shareholders*
99 Joint Press Release of Hagler Bailly, Inc. and PA Consulting
Group, Inc. dated June 19, 2000
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* Incorporated by reference to Hagler Bailly's current report on Form 8-K
filed with the SEC on August 26, 1999.
