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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Amendment
to
Schedule 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
CORT BUSINESS SERVICES CORPORATION
(Name of Subject Company)
C ACQUISITION CORP.
WESCO HOLDINGS MIDWEST, INC.
WESCO FINANCIAL CORPORATION
BLUE CHIP STAMPS
OBH, INC.
BERKSHIRE HATHAWAY INC.
WARREN E. BUFFETT
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
220493-10-0
(CUSIP Number of Class of Securities)
MARC D. HAMBURG
VICE PRESIDENT
WESCO HOLDINGS MIDWEST, INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
(402) 346-1400
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copies to:
MARY ANN LYMAN, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
(213) 683-9100
JANUARY 21, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
PAGE 1 OF 3
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This Final Amendment supplements and amends the Tender Offer Statement on
Schedule 14D-1 filed on January 21, 2000 and amended by Amendment No. 1 filed on
February 15, 2000 (as amended, the "Statement") relating to the offer by C
Acquisition Corp., a Delaware corporation ("Purchaser"), a wholly-owned
subsidiary of Wesco Holdings Midwest, Inc., a Nebraska corporation ("Parent"),
and an indirect wholly-owned subsidiary of Wesco Financial Corporation, a
Delaware corporation ("Ultimate Parent"), to purchase all of the issued and
outstanding shares of Common Stock, par value $.01 per share, and Class B Common
Stock, par value $.01 per share, of CORT Business Services Corporation, a
Delaware corporation (the "Company"), as set forth in the Statement. Any
capitalized term not defined has the meaning ascribed to such term in the
Statement or in the Offer to Purchase referred to therein.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 4 is amended and supplemented by the addition of the
following:
Ultimate Parent may borrow up to $20 million from BankBoston, N.A. pursuant
to an unsecured borrowing arrangement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is amended and supplemented by the addition of the
following:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
February 17, 2000. Following the expiration of the Offer, Purchaser accepted
for payment all Shares validly tendered pursuant to the Offer. The Purchaser
was informed by the Depositary that 12,908,234 Shares (approximately 98.1% of
the issued and outstanding Shares) were validly tendered and not withdrawn
pursuant to the Offer, including 397,426 Shares tendered pursuant to the
procedures for guaranteed delivery.
Pursuant to the Agreement and Plan of Merger, dated January 14, 2000 among
Purchaser, Parent, Ultimate Parent and the Company, Purchaser intends to cause
the Merger to become effective as soon as practicable. In connection with the
Merger, each Share issued and outstanding immediately prior to the Effective
Time held by the Stockholders (other than Shares with respect to which
dissenters' rights have been demanded and perfected in accordance with
applicable Delaware law) will be canceled and converted automatically into the
right to receive $28.00 in cash.
ITEM 10. ADDITIONAL INFORMATION.
(f) Reference is made to the press release issued by Ultimate Parent and
the Company on February 18, 2000, a copy of which is filed as Exhibit (a)(10)
hereto and the text of which is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by Ultimate Parent and the Company on February
18, 2000.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dates: February 18, 2000
C Acquisition Corp.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Secretary and Treasurer
Wesco Holdings Midwest, Inc.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Secretary and Treasurer
Wesco Financial Corporation
By: /s/ Jeffrey L. Jacobson
Name: Jeffrey L. Jacobson
Title: Vice President and
Chief Financial Officer
Blue Chip Stamps
By: /s/ Jeffrey L. Jacobson
Name: Jeffrey L. Jacobson
Title: Vice President and
Chief Financial Officer
OBH, Inc.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Vice President and Treasurer
Berkshire Hathaway Inc.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Vice President and Treasurer
/s/ Warren E. Buffett
Warren E. Buffett
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EXHIBIT(a)(10)
For Immediate Release
WESCO FINANCIAL CORPORATION SUBSIDIARY SUCCESSFULLY COMPLETES CASH TENDER OFFER
FOR SHARES OF CORT BUSINESS SERVICES CORPORATION
PASADENA, Calif. and FAIRFAX, Va., February 18, 2000 - Wesco Financial
Corporation (AMEX: WSC) and CORT Business Services Corporation (NYSE: CBZ)
announced today successful completion of the cash tender offer by a subsidiary
of Wesco for all outstanding shares of common stock of CORT. The tender offer
expired, as scheduled, at 12:00 midnight, Eastern standard time, on Thursday,
February 17, 2000. Wesco, through its wholly owned subsidiary making the offer,
has accepted for purchase all shares validly tendered and not withdrawn prior to
the expiration of the offer. Based on information provided by American Stock
Transfer & Trust Company, as paying agent, approximately 12.9 million shares of
CORT have been acquired by Wesco's subsidiary out of the approximately 13.2
million shares currently outstanding, or approximately 98% of all outstanding
shares.
Payment for shares properly tendered and accepted will be made as promptly
as practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
As previously announced, Wesco will acquire the remaining CORT shares in a
merger in which each share of CORT common stock will be converted into the right
to receive $28.00 in cash and following which CORT will become an indirect,
wholly owned subsidiary of Wesco. Wesco and CORT expect to consummate the merger
as soon as practicable.
CORT, through its wholly owned subsidiary, CORT Furniture Rental
Corporation, is the leading provider of rental furniture, accessories, and
related services in the "rent-to-rent" segment of the furniture industry.
Wesco is a holding company engaged principally, through its subsidiaries,
in the property and casualty insurance and the steel service center businesses.
It is a publicly traded, 80.1% subsidiary of Berkshire Hathaway Inc. (NYSE:
BRK.A and BRK.B), which is a holding company whose subsidiaries engage in a
number of diverse businesses.
FOR FURTHER INFORMATION CONTACT:
Wesco Financial Corporation
Marc D. Hamburg - (402) 346-1400
CORT Business Services Corporation
Mark Semer - (212) 521-4800
or Georgeson Shareholder Communications Inc., Information Agent in the tender
offer, at (212) 440-9800 (call collect) or 1-800-223-2064 (toll free).
