<PAGE>
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
February 18, 2000
-----------------------------------
Date of Report (Date of earliest event reported)
WESCO FINANCIAL CORPORATION
--------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-04720 95-2109453
-------------- --------------------- -------------------
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
</TABLE>
301 East Colorado Boulevard, Suite 300
Pasadena, California 91101
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(626) 585-6700
-------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a)-(b)
On February 18, 2000, C Acquisition Corp. ("Purchaser"), a Delaware
corporation, a wholly owned subsidiary of Wesco Holdings Midwest, Inc., a
Nebraska corporation, ("Holdings"), and an indirect wholly owned subsidiary of
Wesco Financial Corporation ("Wesco"), accepted for purchase 12,901,723 shares
of Common Stock, par value $0.01 per share (the "Shares"), of CORT Business
Services Corporation, a Delaware corporation (the "Company"), that had been
validly tendered and not withdrawn pursuant to Purchaser's offer for all of the
outstanding Shares at $28.00 per Share, net to the seller in cash, without
interest (the "Offer"). The Offer was made pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 14, 2000, by and among
Wesco, Holdings, Purchaser and the Company, which provided for, among other
things, the making of the Offer by Purchaser and, following the consummation of
the Offer, the merger of Purchaser with and into the Company (the "Merger"). The
Shares purchased pursuant to the Offer constituted approximately 98.1% of the
Shares then issued and outstanding. The aggregate purchase price for the Shares
purchased pursuant to the Offer was approximately $361 million.
On March 3, 2000, the Merger provided for by the Merger Agreement became
effective. Pursuant to the Merger, Shares issued and outstanding immediately
prior to the effective time of the Merger (other than Shares held in the
treasury of the Company or owned by any of its subsidiaries or owned by
Holdings, Purchaser or any other wholly owned subsidiary of Holdings) were
converted, subject to any appraisal rights, into the right to receive $28.00 per
Share in cash, without interest thereon. As a result of the Merger, Holdings
owns 100% of the outstanding Shares. The total amount of funds required to
consummate the Offer and the Merger and pay the fees and expenses of the Offer
and the Merger, was approximately $384 million (which amount includes the $361
<PAGE>
million required to pay for Shares purchased in the Offer, as set forth in the
preceding paragraph).
The information set forth herein has been previously disclosed by Wesco in
a press release dated February 18, 2000 and press release dated March 3, 2000,
and in a Tender Offer Statement on Schedule 14D-1, filed with the Securities and
Exchange Commission on January 21, 2000 (the "Schedule 14D-1"), which was
amended on February 15, 2000 (the "Amendment No. 1 to the Schedule 14D-1") and
on February 22, 2000 (the "Final Amendment to the Schedule 14D-1"). Additional
information concerning the Offer and the Merger, a brief description of the
Company, the nature and amount of consideration paid for the Shares and the
source of funds therefor, the principle followed in determining the amount of
the consideration, and the nature of the Company's business and Wesco's plans
for the Company may be found in the Schedule 14D-1, Amendment No. 1 to the
Schedule 14D-1 and the Final Amendment to the Schedule 14D-1, copies of which
are attached hereto as Exhibits 2.1, 2.2, and 2.3 respectively, and which are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Financial Statements of Business Acquired
and Pro Forma Financial Information
The financial statements and pro forma financial information required by
this item shall be filed as soon as practicable by amendment to this Form 8-K,
but in no event later than May 3, 2000.
(c) Exhibits
2.1 Tender Offer Statement on Schedule 14D-1, dated January 21, 2000.
2.2 Amendment No. 1 to Schedule 14D-1, dated February 15, 2000.
2.3 Final Amendment to Schedule 14D-1, dated February 22, 2000.
99.1 Press Release issued by the Company and Wesco on February 18, 2000.
99.2 Press Release issued by the Company and Wesco on March 3, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 3, 2000
WESCO FINANCIAL CORPORATION
By:/s/ Jeffrey L. Jacobson
-------------------------------
Name: Jeffrey L. Jacobson
Title: Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Tender Offer Statement on Schedule 14D-1, dated January 21, 2000.
2.2 Amendment No. 1 to Schedule 14D-1, dated February 15, 2000.
2.3 Final Amendment to Schedule 14D-1, dated February 22, 2000.
99.1 Press Release issued by the Company and Wesco on February 18, 2000.
99.2 Press Release issued by the Company and Wesco on March 3, 2000.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and Schedule 13D
Under the Securities Exchange Act of 1934
CORT BUSINESS SERVICES CORPORATION
(Name of Subject Company)
C ACQUISITION CORP.
WESCO HOLDINGS MIDWEST, INC.
WESCO FINANCIAL CORPORATION
(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
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- ------------------------------------------------------------------------------
$384,060,942.00 $76,813.00
- ------------------------------------------------------------------------------
* For purposes of calculating the amount of filing fee only. The amount
assumes the purchase of (1) 13,108,569 shares of Common Stock, par value
$.01 per share, issued and outstanding as of January 19, 2000, according to
the Subject Company, and (2) 983,305 options on the Common Stock issued and
outstanding as of January 19, 2000, according to the Subject Company, with
an average exercise price of $10.69. According to the Subject Company, no
shares of Class B Common Stock, par value $.01 per share, were issued and
outstanding as of such date.
** 1/50 of 1% of the transaction value.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: [_________] Filing party: [___________________]
Form or registration no.: [___________] Date filed: [_____________________]
Page 1 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
C Acquisition Corp.
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 2 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
Wesco Holdings Midwest, Inc.
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
Nebraska
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 3 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
Wesco Financial Corporation
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 4 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
Berkshire Hathaway Inc.
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 5 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
OBH, Inc.
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 6 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
Blue Chip Stamps
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
CO
Page 7 of 14
<PAGE>
14D-1
Cusip No. 220493-10-0
1. Names of Reporting Persons
Warren E. Buffett
IRS Identification Nos. Of Above Persons (Entities Only)
2. Check the Appropriate Box if a Member of a Group (a) __
(b) __
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure or Legal Proceedings is Required __
Pursuant to item 2(e) or 2(f)
6. Citizenship or Place of Organization
United States citizen
7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,778,518
8. Check Box if the Aggregate Amount in Row (7) Excludes __
Certain Shares
9. Percent of Class Represented by Amount in Row (7)
Approximately 44.1%
10. Type of Reporting Person
IN
Page 8 of 14
<PAGE>
This Tender Offer Statement on Schedule 14D-1 (this "Statement") filed by
Wesco Financial Corporation, a Delaware corporation ("Ultimate Parent"), Wesco
Holdings Midwest, Inc., a Nebraska corporation ("Parent"), and C Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Parent and indirect
wholly owned subsidiary of Ultimate Parent ("Purchaser"), relates to the offer
by Parent and Purchaser to purchase all of the issued and outstanding shares
(the "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"), at a price of $28.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 21, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which are attached hereto as Exhibits (a)(1) and (a)(2) respectively.
This Tender Offer Statement on Schedule 14D-1 also constitutes a Statement
on Schedule 13D with respect to the acquisition by Berkshire Hathaway Inc., OBH,
Inc., Blue Chip Stamps, Ultimate Parent, Parent and Purchaser (together,
the "Purchaser Entities") and Warren E. Buffett of beneficial ownership of
certain Shares pursuant to the Stockholder Agreement and Voting Agreement
described in the Offer to Purchase. The item numbers and responses thereto
below are in accordance with the requirements of Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is CORT Business Services Corporation,
a Delaware corporation, and the address of its principal executive offices is
11250 Waples Mill Road, Fairfax, Virginia 22030.
(b) The classes of securities to which this statement relates are the
Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01
per share, of the Company. The information set forth in the "Introduction" and
Section 1 ("Terms of the Offer") of the Offer to Purchase is incorporated herein
by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in Section 6 ("Price Range of Shares; Dividends") of the
Offer to Purchase and is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is filed by Ultimate Parent, Parent and
Purchaser. The information concerning the name, state or other place of
organization, principal business and address of the principal office of the
Purchaser Entities and Mr. Buffett, and the information concerning the name,
business address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment or occupation is conducted, material occupations, positions,
offices or employments during the last five years and citizenship of Mr. Buffett
and each of the executive officers and directors of each Purchaser Entity is set
forth in the "Introduction" and Section 9 ("Certain Information Concerning
Purchaser, Parent, Ultimate Parent and Other Purchaser Entities") and in
Schedule I of the Offer to Purchase and is incorporated herein by reference.
(e); (f) During the last five years, none of the Purchaser Entities or Mr.
Buffett, nor, to the best knowledge of any of the Purchaser Entities or Mr.
Buffett, any of the directors or executive officers of any of the Purchaser
Entities has been convicted in a criminal proceeding (excluding traffic
Page 9 of 14
<PAGE>
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the "Introduction," Section 9
("Certain Information Concerning Purchaser, Parent, Ultimate Parent and Other
Purchaser Entities"), Section 11 ("Background of the Offer; Contacts with the
Company; the Merger Agreement, Stockholder Agreement and Voting Agreement"), and
Section 12 ("Purpose of the Offer and the Merger; Plans for the Company;
Stockholder Approval and Appraisal Rights") of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 10 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
(a)-(e) The information set forth in the "Introduction," Section 6 ("Price
Range of Shares; Dividends"), Section 11 ("Background of the Offer; Contacts
with the Company; the Merger Agreement, the Stockholder Agreement and Voting
Agreement"), Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company; Stockholder Approval and Appraisal Rights"), and Section 13 ("Dividends
and Distributions") of the Offer to Purchase is incorporated herein by
reference.
(f)-(g) The information set forth in Section 7 ("Effect of the Offer on
Market for the Shares, Stock Exchange Listing, and Exchange Act Registration")
of the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the "Introduction," Section 9
("Certain Information Concerning Purchaser, Parent, Ultimate Parent and Other
Purchaser Entities") and Section 11 ("Background of the Offer; Contacts with the
Company; the Merger Agreement, Stockholder Agreement and Voting Agreement") of
the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the "Introduction," Section 9 ("Certain
Information Concerning the Purchaser, Parent, Ultimate Parent and Other
Purchaser Entities"), and Section 11 ("Background of the Offer; Contacts with
the Company; the Merger Agreement, Stockholder Agreement and Voting Agreement"),
and Section 12 ("Purpose of the Offer and the Merger; Plans for the Company;
Stockholder Approval and Appraisal Rights") of the Offer to Purchase is
incorporated herein by reference.
Page 10 of 14
<PAGE>
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "Introduction" and Section 16 ("Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in the "Introduction," and Section 11
("Background of the Offer; Contracts with the Company; the Merger Agreement,
Stockholder Agreement and Voting Agreement") of the Offer to Purchase is
incorporated herein by reference.
(b)-(c) The information set forth in Section 15 ("Certain Legal Matters
and Regulatory Approvals") of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in Section 7 ("Effect of the Offer on
Market for the Shares, Stock Exchange Listing, and Exchange Act Registration")
of the Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Offer to Purchase and Letter of
Transmittal and the Merger Agreement, dated as of January 14, 2000, among
Ultimate Parent, Parent, Purchaser and the Company, copies of which are attached
as Exhibits (a)(1), (a)(2) and (c)(1), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated January 21, 2000.
(a)(2) Letter of Transmittal with respect to the Shares.
(a)(3) Form of letter, dated January 21, 2000, to brokers, dealers,
commercial banks, trust companies and nominees.
(a)(4) Form of letter, dated January 21, 2000, to clients to be used by
brokers, dealers, commercial banks, trust companies and nominees.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Press Release issued by the Company and Ultimate Parent on
January 14, 2000 (filed as Exhibit 99.1 to the Current Report on
Form 8-K filed by Wesco Financial Corporation on January 19, 2000
and incorporated herein by reference).
(a)(7) Press Release issued by the Company and Ultimate Parent on
January 21, 2000.
(a)(8) Form of newspaper advertisement, dated January 21, 2000.
(a)(9) IRS Guidelines to Substitute Form W-9.
(c)(1) Agreement and Plan of Merger, dated as of January 14, 2000, by
and among the Ultimate Parent, Parent, Purchaser and the Company
(filed as Exhibit 2.1 to the Current Report on Form 8-K filed by
Wesco Financial Corporation on January 19, 2000 and incorporated
herein by reference).
Page 11 of 14
<PAGE>
(c)(2) Stockholder Agreement, dated as of January 14, 2000, among
Parent, Purchaser and Citicorp Venture Capital, Ltd. (filed as
Exhibit 2.2 to the Current Report on Form 8-K filed by Wesco
Financial Corporation on January 19, 2000 and incorporated herein
by reference).
(c)(3) Voting Agreement, dated as of January 14, 2000, among Parent,
Purchaser and Robert N. Pokelwaldt (filed as Exhibit 2.3 to the
Current Report on Form 8-K filed by Wesco Financial Corporation
on January 19, 2000 and incorporated herein by reference).
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
There is also filed as an exhibit hereto the agreement to file Schedule 13D
jointly, as required by Rule 13d-1(k).
Page 12 of 14
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Tender Offer Statement on
Schedule 14D-1 is true, complete and correct.
Dated: January 21, 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
Page 13 of 14
<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Dated: January 21, 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
Page 14 of 14
<PAGE>
Exhibit Required by Item 7 of Schedule 13D
AGREEMENT
The undersigned persons hereby agree that reports on Schedule 13D, and
any amendments thereto, including such reports made by or as part of a Tender
Offer Statement on Schedule 14D-1, may be filed in a single statement on behalf
of all such persons, and further, each such person designates Marc D. Hamburg as
its agent and attorney-in-fact for the purpose of executing any and all such
reports required to be made by it with the Securities and Exchange Commission.
Dated: January 21, 2000
Wesco Financial Corporation Wesco Holdings Midwest, Inc.
By: /s/ Jeffrey L. Jacobson By: /s/ Marc D. Hamburg
__________________________ __________________________
Its: Vice President and Its: Secretary and
Chief Financial Officer Treasurer
_________________________ ________________________
C Acquisition Corp. Berkshire Hathaway Inc.
By: /s/ Marc D. Hamburg By: /s/ Marc D. Hamburg
___________________ ___________________
Its: Secretary and Its: Vice President and
Treasurer Treasurer
___________________ ___________________
OBH, Inc. Blue Chip Stamps
By: /s/ Marc D. Hamburg By: /s/ Jeffrey L. Jacobson
___________________ __________________________
Its: Vice President and Its: Vice President and
Treasurer Chief Financial Officer
___________________ _________________________
/s/ Warren E. Buffett
____________________
Warren E. Buffett
<PAGE>
EXHIBIT (a)(1)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
at
$28.00 Net Per Share
by
C Acquisition Corp.
a Wholly-Owned Subsidiary of
Wesco Holdings Midwest, Inc.
and an Indirect Wholly-Owned Subsidiary of
Wesco Financial Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF JANUARY 14, 2000, BY AND AMONG WESCO FINANCIAL CORPORATION, A DELAWARE
CORPORATION ("ULTIMATE PARENT"), WESCO HOLDINGS MIDWEST, INC., A NEBRASKA
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF ULTIMATE PARENT ("PARENT"),
C ACQUISITION CORP., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF
PARENT ("PURCHASER") AND CORT BUSINESS SERVICES CORPORATION, A DELAWARE
CORPORATION (THE "COMPANY"). THE BOARD OF DIRECTORS OF THE COMPANY HAS
UNANIMOUSLY DETERMINED THAT EACH OF THE OFFER AND THE MERGER DESCRIBED HEREIN
IS FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS (THE
"STOCKHOLDERS"), HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL OF
THEIR SHARES PURSUANT THERETO.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED, AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN),
THAT NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, AND CLASS B
COMMON STOCK, PAR VALUE $.01 PER SHARE (TOGETHER, THE "COMMON STOCK"), OF THE
COMPANY WHICH (TOGETHER WITH ANY SHARES OWNED BY PARENT, PURCHASER OR THEIR
AFFILIATES) CONSTITUTES A MAJORITY OF THE SHARES OF COMMON STOCK OUTSTANDING
ON A FULLY DILUTED BASIS ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT (THE
"MINIMUM CONDITION"). PURCHASER AND PARENT, IN THEIR DISCRETION, MAY WAIVE
THIS CONDITION UNDER CERTAIN CIRCUMSTANCES. THE OFFER IS ALSO SUBJECT TO OTHER
TERMS AND CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. THE OFFER IS NOT
SUBJECT TO A FINANCING CONDITION. SEE "SECTION 14 --CONDITIONS OF THE OFFER."
<PAGE>
IMPORTANT
Any Stockholder desiring to tender all or any portion of his shares (the
"Shares") of Common Stock should either (1) complete and sign the Letter of
Transmittal or a facsimile thereof in accordance with the instructions in the
Letter of Transmittal, and mail or deliver the Letter of Transmittal or such
facsimile with his certificate(s) for the tendered Shares and any other
required documents to the Depositary, (2) follow the procedure for book-entry
tender of Shares set forth in Section 3 of this Offer to Purchase, or (3)
request such Stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such Stockholder. Stockholders
having Shares registered in the name of a broker, dealer, commercial bank,
trust company or other nominee are urged to contact such broker, dealer,
commercial bank, trust company or other nominee if they desire to tender such
Shares.
A Stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available, or who cannot comply with the procedure
for book-entry transfer on a timely basis, may tender such Shares by following
the procedures for guaranteed delivery set forth in Section 3 of this Offer to
Purchase.
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of this
Offer to Purchase. Requests for additional copies of this Offer to Purchase
and the Letter of Transmittal may be directed to the Information Agent or to
brokers, dealers, commercial banks or trust companies.
----------------
January 21, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<C> <S> <C>
INTRODUCTION.............................................................. 1
THE TENDER OFFER.......................................................... 4
1. Terms of the Offer................................................ 4
2. Acceptance for Payment and Payment for Shares..................... 5
3. Procedure for Tendering Shares.................................... 6
4. Withdrawal Rights................................................. 8
5. Certain Federal Income Tax Consequences of the Offer and the
Merger........................................................... 9
6. Price Range of Shares; Dividends.................................. 10
7. Effect of the Offer on Market for the Shares, Stock Exchange
Listing, and Exchange Act Registration........................... 10
8. Certain Information Concerning the Company........................ 11
9. Certain Information Concerning Purchaser, Parent, Ultimate Parent
and Other Purchaser Entities..................................... 13
10. Source and Amount of Funds........................................ 14
11. Background of the Offer; Contacts with the Company; the Merger
Agreement, Stockholder Agreement and Voting Agreement............ 14
12. Purpose of the Offer and the Merger; Plans for the Company;
Stockholder Approval and Appraisal Rights........................ 27
13. Dividends and Distributions....................................... 29
14. Conditions of the Offer........................................... 29
15. Certain Legal Matters and Regulatory Approvals.................... 30
16. Fees and Expenses................................................. 32
17. Miscellaneous..................................................... 32
Schedule I Information Concerning the Directors and Executive Officers of
Purchaser, Parent, Ultimate Parent and the Other Purchaser
Entities
</TABLE>
i
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To the Holders of Common Stock of
CORT BUSINESS SERVICES CORPORATION:
INTRODUCTION
C Acquisition Corp., a Delaware corporation (the "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"), hereby offers to
purchase all of the outstanding shares ("Shares") of Common Stock, par value
$.01 per share, and Class B Common Stock, par value $.01 per share (together,
the "Common Stock"), of CORT Business Services Corporation, a Delaware
corporation (the "Company"), at a price of $28.00 per Share, without interest
thereon, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal (which, as amended and supplemented from time to
time, together constitute the "Offer").
The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 14, 2000, among the Company, Ultimate
Parent, Parent and Purchaser. The Merger Agreement provides that, among other
things, as soon as practicable after the purchase of Shares pursuant to the
Offer and the satisfaction or, if permissible, waiver of the conditions set
forth in the Merger Agreement, including the purchase of Shares pursuant to
the Offer (sometimes referred to herein as the "consummation" of the Offer)
and the adoption of the Merger Agreement by the Stockholders (if required by
applicable law) in accordance with the relevant provisions of the General
Corporation Law of the State of Delaware, as amended (the "DGCL"), Purchaser
will be merged with and into the Company. Following consummation of the
Merger, the Company will continue as the surviving corporation (the "Surviving
Corporation") and will be a direct wholly owned subsidiary of Parent. The
purpose of the Offer and the Merger is to facilitate the acquisition of all of
the Shares for cash and thereby enable Parent to own 100% of the Shares. At
the effective time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time held by the Stockholders
will be canceled and, subject to appraisal rights under the DGCL, converted
automatically into the right to receive $28.00 in cash, or, in the event any
higher price is paid in the Offer, such higher price (the "Merger
Consideration"), without interest. The Merger Agreement is more fully
described in "Section 11--Background of the Offer; Contacts with the Company;
the Merger Agreement, Stockholder Agreement and Voting Agreement."
Stockholders who hold their Shares at the time of the Merger and who fully
comply with the statutory dissenters' procedures set forth in the DGCL will be
entitled to dissent from the Merger and have the fair value of their Shares
(which may be more than, equal to, or less than the Merger Consideration)
judicially determined and paid to them in cash pursuant to the procedures
prescribed by the DGCL. DISSENTERS' RIGHTS ARE AVAILABLE ONLY IN CONNECTION
WITH THE MERGER AND NOT IN CONNECTION WITH THE OFFER. SEE "SECTION 12--PURPOSE
OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY; STOCKHOLDER APPROVAL AND
APPRAISAL RIGHTS."
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT EACH
OF THE OFFER AND THE MERGER IS FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS, HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER
(COLLECTIVELY, THE "TRANSACTIONS"), AND UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES PURSUANT THERETO.
The Company has advised Parent that SunTrust Equitable Securities
Corporation, the Company's financial advisor ("Suntrust"), has delivered to
the Company its written opinion, dated January 14, 2000, to the effect that,
as of such date, the consideration to be received by the Stockholders in the
Offer and the Merger is fair, from a financial point of view, to the
Stockholders. A copy of the written opinion of SunTrust is contained in the
Company's Solicitation/Recommendation Statement on Schedule 14d-9 (the
"Schedule 14d-9") filed with the
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Securities and Exchange Commission (the "SEC") in connection with the Offer, a
copy of which is being furnished to the Stockholders concurrently with this
Offer to Purchase.
Simultaneously with entering into the Merger Agreement, Parent and Purchaser
also entered into (i) a Stockholder Agreement with Citicorp Venture Capital
Ltd. ("CVC"), dated as of January 14, 2000 (the "Stockholder Agreement"),
pursuant to which CVC (a) agreed to tender all Shares owned by it (the "CVC
Shares," which equal approximately 44% of the outstanding Shares) in the Offer
and (b) granted Parent and Purchaser an option, exercisable under certain
circumstances, to purchase all Shares owned by it at the price per share paid
in the Offer, and (ii) a Voting Agreement with the trustee of the voting trust
into which CVC has deposited the CVC Shares, pursuant to which such trustee
has agreed to vote the CVC Shares in favor of the Merger Agreement and the
Merger and against any Takeover Proposal (as defined below). See "Section 11--
Background of the Offer; Contacts with the Company; the Merger Agreement,
Stockholder Agreement and Voting Agreement."
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED, AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN),
THAT NUMBER OF SHARES OF COMMON STOCK WHICH (TOGETHER WITH ANY SHARES OWNED BY
PARENT, PURCHASER OR THEIR AFFILIATES) CONSTITUTES A MAJORITY OF THE SHARES OF
COMMON STOCK OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE SHARES ARE
ACCEPTED FOR PAYMENT (THE "MINIMUM CONDITION"). PURCHASER AND PARENT MAY WAIVE
THIS CONDITION. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS SET
FORTH IN THIS OFFER TO PURCHASE, AS DESCRIBED IN "SECTION 14--CONDITIONS TO
THE OFFER."
The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including (if required by the DGCL) the adoption of the
Merger Agreement by the affirmative vote of a majority of the votes cast by
all Stockholders entitled to vote thereon. Under the DGCL and pursuant to the
Company's Certificate of Incorporation, the affirmative vote of the holders of
a majority of the outstanding Shares is the only vote that would be necessary
to adopt the Merger Agreement at any required meeting of Stockholders. If the
Minimum Condition is satisfied and as a result of the purchase of Shares by
Purchaser pursuant to the Offer, Purchaser and its affiliates own at least a
majority of the outstanding Shares, Purchaser will be able to effect the
Merger without the affirmative vote of any other Stockholder.
If Purchaser acquires, pursuant to the Offer, at least 90% of the then
issued and outstanding Shares, under the DGCL, Purchaser's board of directors
will be able to adopt a plan of merger to effect the Merger without a vote of
Stockholders, pursuant to Section 253 of the DGCL (a "Short-Form Merger"). If
Purchaser does not acquire at least 90% of the then issued and outstanding
Shares pursuant to the Offer, a vote of the Stockholders will be required
under the DGCL to effect the Merger, and a significantly longer period of time
will be required to effect the Merger. Parent, Purchaser and the Company have
agreed to take all necessary and appropriate action to cause the Merger to
become effective as promptly as practicable after the consummation of the
Offer.
Pursuant to the Merger Agreement, Purchaser will extend the Offer at any
time up to 40 days in the aggregate, in one or more periods of not more than
10 business days, if, at the initial expiration date of the Offer or any
extension thereof, any condition to the Offer is not satisfied or waived;
provided that the Purchaser will not be required to extend the Offer as
provided herein unless (i) each such condition is reasonably capable of being
satisfied and (ii) the Company is in material compliance with all of its
covenants under the Merger Agreement.
In addition, Purchaser may, without the consent of the Company, (a) extend
the Offer for up to an additional 40 days, in one or more periods of not more
than 10 business days, if any condition to the Offer is not satisfied or
waived and (b) if, on the expiration date of the Offer, the Shares validly
tendered and not withdrawn pursuant to the Offer equal at least 75% of the
outstanding Shares but less than 90% of the outstanding Shares on a fully-
diluted basis, extend the Offer on one occasion for up to 10 business days
notwithstanding that all the conditions
2
<PAGE>
to the Offer have been satisfied so long as (i) Purchaser irrevocably waives
the satisfaction of any of the conditions to the Offer (other than in the case
of the first condition set forth in "Section 14--Conditions to the Offer," the
occurrence of any statute, rule, regulation, judgment, order or preliminary or
permanent injunction making illegal or prohibiting the consummation of the
Offer (a "Prohibition")) that subsequently may not be satisfied during any
such extension of the Offer. In addition, the Offer Price may be increased and
the Offer may be extended to the extent required by law in connection with
such increase in each case without the consent of the Company.
According to the Company, as of January 19, 2000 there were 13,108,569
Shares issued and outstanding, held by approximately 177 holders of record and
1500 beneficial owners. As of such date, no shares of Class B Common Stock
were issued and outstanding. Based on the issued and outstanding Shares as of
January 19, 2000 (which number is subject to increase upon the exercise of
outstanding options to purchase Shares), the Minimum Condition would be
satisfied if at least 7,216,563 Shares are tendered in the Offer and not
withdrawn prior to the close of the Offer, or at least 1,438,045 Shares in
addition to the CVC Shares are so tendered and not withdrawn. Based on such
number of issued and outstanding Shares, Purchaser would be able to effect a
Short-Form Merger if 11,797,713 Shares were validly tendered in the Offer and
not withdrawn prior to the close of the Offer.
Tendering Stockholders who tender Shares directly will not be obligated to
pay brokerage fees or commissions or, subject to Instruction 6 of the Letter
of Transmittal, stock transfer taxes, if any, with respect to the purchase of
Shares by Purchaser pursuant to the Offer. However, any tendering Stockholder
or other payee who fails to complete and sign the Substitute Form W-9 included
in the Letter of Transmittal may be subject to required backup federal income
tax withholding of 31% of the gross proceeds payable to such Stockholder or
other payee pursuant to the Offer. Purchaser will pay all charges and expenses
of American Stock Transfer & Trust Company, as Depositary (the "Depositary")
and Georgeson Shareholder Communications Inc., as Information Agent (the
"Information Agent") in connection with the Offer. See "Section 16--Fees and
Expenses."
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
3
<PAGE>
THE TENDER OFFER
1. Terms of the Offer. Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), Purchaser will accept for payment,
and pay for, all Shares validly tendered on or prior to the Expiration Date
(as herein defined) and not withdrawn as permitted by Section 4 hereof. The
term "Expiration Date" means 12:00 Midnight, New York City time, on February
17, 2000, unless and until Purchaser, in accordance with the terms of the
Merger Agreement, extends the period for which the Offer is open, in which
event the term "Expiration Date" will mean the latest time and date on which
the Offer, as so extended, expires.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement), at any time and from
time to time, to extend for any reason the period of time during which the
Offer is open and to delay acceptance for payment of, and payment for, any
Shares, including as a result of the occurrence of any of the events specified
in Section 14 hereof, by giving oral or written notice of such extension to
the Depositary and by making a public announcement thereof, as described
below. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a
tendering stockholder to withdraw his Shares. See "Section 4--Withdrawal
Rights."
Subject to the applicable rules and regulations of the SEC, Purchaser also
expressly reserves the right, in its sole discretion (but subject to the terms
and conditions of the Merger Agreement), at any time and from time to time,
(1) to delay acceptance for payment of or, regardless of whether such Shares
were theretofore accepted for payment, payment for, any Shares, pending
receipt of any regulatory approval specified in "Section 15--Certain Legal
Matters and Regulatory Approvals," (2) to terminate the Offer and not accept
for payment any Shares if any of the conditions referred to in Section 14 have
not been satisfied or upon the occurrence of any of the events specified in
Section 15, and (3) to waive any condition or otherwise amend the Offer in any
respect, in each case, by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof.
The Merger Agreement provides that Purchaser shall not (i) decrease the
price per Share payable pursuant to the Offer or the number of Shares sought,
(ii) amend the conditions to the Offer set forth in Annex A to the Merger
Agreement, or (iii) impose conditions to the Offer in addition to those set
forth in Annex A to the Merger Agreement, without the prior written consent of
the Company.
Notwithstanding the foregoing, Purchaser is entitled to and will extend the
Offer at any time up to 40 days in the aggregate, in one or more periods of
not more than 10 business days, if at the initial expiration date of the
Offer, or any extension thereof, any condition to the Offer is not satisfied
or waived, provided that Purchaser is not required to so extend the Offer
unless (i) each such condition is reasonably capable of being satisfied and
(ii) the Company is in material compliance with all of its covenants under the
Merger Agreement. In addition, if Purchaser and Parent are not in material
breach of the Merger Agreement, Purchaser may, without the consent of the
Company, extend the Offer for up to an additional 40 days, in one or more
periods of not more than 10 business days, if any condition to the Offer is
not satisfied or waived and such condition is reasonably capable of being
satisfied. If, on the expiration date of the Offer, the Shares validly
tendered and not withdrawn pursuant to the Offer equal at least 75% of the
outstanding Shares but less than 90% of the outstanding Shares on a fully-
diluted basis, Purchaser may, without the consent of the Company, extend the
Offer on one occasion for up to 10 business days notwithstanding that all the
conditions to the Offer have been satisfied so long as (i) Purchaser
irrevocably waives the satisfaction of any of the conditions to the Offer
(other than in the case of the first condition contained in Section 14 of this
Offer to Purchase, the occurrence of any Prohibition) that subsequently may
not be satisfied during any such extension of the Offer. In addition, the
Offer Price may be increased and the Offer may be extended to the extent
required by law or the SEC in connection with such increase in each case
without the consent of the Company.
Any such extension, delay, termination, waiver or amendment of the Offer
will be followed as promptly as practicable by public announcement thereof,
such announcement in the case of an extension to be issued no later
4
<PAGE>
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. Subject to applicable law (including
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act, which require that
material changes be promptly disseminated to Stockholders in a manner
reasonably designed to inform them of such change) and without limiting the
manner in which Purchaser may choose to make any public announcement,
Purchaser shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a press release
or other announcement.
If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or if it waives a material condition of the
Offer, Purchaser will extend the Offer to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act.
Subject to the terms of the Merger Agreement, if, prior to the Expiration
Date, Purchaser should increase the consideration being offered in the Offer,
such increase in the consideration being offered will be applicable to all
Stockholders whose Shares are accepted for payment pursuant to the Offer and,
if at the time notice of any increase in the consideration being offered is
first published, sent or given to holders of such Shares, the Offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from and including the date that such notice is first so
published, sent or given, the Offer will be extended at least until the
expiration of such ten business-day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 Midnight, New
York City time.
The Company has provided Purchaser with the Company stockholder list and
security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares whose names appear on
the Company stockholder list and will be furnished for subsequent transmittal
to beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.
2. Acceptance for Payment and Payment for Shares. Upon the terms and subject
to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment),
Purchaser will accept for payment, and will pay for, all Shares validly
tendered prior to the Expiration Date and not properly withdrawn, promptly
after the later to occur of (1) the Expiration Date and (2) the satisfaction
or waiver of the conditions set forth in "Section 14--Conditions to the
Offer." Subject to applicable rules of the SEC, Purchaser expressly reserves
the right to delay acceptance for payment of, or payment for, Shares in order
to comply, in whole or in part, with any applicable law.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (a)
the certificates representing tendered Shares (the "Certificates") or timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to Section 3, (b) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, or
an Agent's Message (as defined in Section 3) in connection with a book-entry
transfer, and (c) any other documents required by the Letter of Transmittal.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn if,
as and when Purchaser gives oral or written notice to the Depositary of
Purchaser's acceptance for payment of such Shares pursuant to the Offer.
Payment for Shares accepted for payment pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for the tendering Stockholders for the purposes of receiving payments
from Purchaser and transmitting such payments to the tendering Stockholders
whose Shares have been accepted for payment. Under no circumstances will
interest be paid on the purchase price to be paid by Purchaser for the
tendered Shares, regardless of any delay in making such payment.
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<PAGE>
If any tendering Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer or if Certificates are submitted
evidencing more Shares than are tendered or accepted for payment, Certificates
for such unpurchased Shares will be returned, without expense to the tendering
Stockholder (or, in the case of Shares tendered by book-entry transfer into
the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedures set forth in Section 3, such Shares will be credited to an account
maintained with such Book-Entry Transfer Facility), as promptly as practicable
following expiration or termination of the Offer.
Purchaser reserves the right to assign, in whole or from time to time in
part, to Parent or to any direct or indirect subsidiary of Parent the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering Stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer.
3. Procedure for Tendering Shares.
Valid Tender of Shares. In order for a holder of Shares validly to tender
Shares pursuant to the Offer, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) in accordance with the instructions of
the Letter of Transmittal, together with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message in lieu of the
Letter of Transmittal), and any other documents required by the Letter of
Transmittal, must be received by the Depositary prior to the Expiration Date
at one of its addresses set forth on the back cover of this Offer to Purchase,
and either (i) the Certificates evidencing tendered Shares must be received by
the Depositary at such address or such Shares must be tendered pursuant to the
procedures for book-entry transfer described below (and a Book-Entry
Confirmation of such delivery received by the Depositary, including an Agent's
Message if the tendering stockholder has not delivered a Letter of
Transmittal), prior to the Expiration Date, or (c) the tendering stockholder
must comply with the guaranteed delivery procedures set forth below. The term
"Agent's Message" means a message, transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-
Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of such Book-
Entry Confirmation, that such participant has received and agrees to be bound
by the terms of the Letter of Transmittal and that Purchaser may enforce such
agreement against the participant.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Book-Entry Delivery. The Depositary will establish accounts with respect to
the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account in accordance with the Book-Entry Transfer Facility's procedure for
such transfer. Although delivery of Shares may be effected through book-entry
at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message in lieu of the Letter of
Transmittal, and any other required documents, must, in any case, be received
by the Depositary prior to the Expiration Date at one or more of its addresses
set forth on the back cover of this Offer to Purchase, or the tendering
stockholder must comply with the guaranteed delivery procedure described
below. Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
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Signature Guarantees. Except as otherwise provided below, all signatures on
a Letter of Transmittal must be guaranteed by a firm which is a bank, broker,
dealer, credit union, savings association or other entity that is a member in
good standing of the Securities Transfer Agents Medallion Program, or by any
other "eligible guarantor institution," as such term is defined in Rule 17Ad-
15 under the Exchange Act (each of the foregoing being referred to as an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed (a) if the Letter of Transmittal is signed by the registered holder
(which term, for purposes of this section, includes any participant in any of
the Book-Entry Transfer Facility's systems whose name appears on a security
position listing as the owner of the Shares) of Shares and such registered
holder has not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the
Letter of Transmittal or (b) if such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.
If a Certificate is registered in the name of a person other than the signer
of the Letter of Transmittal, or if payment is to be made or Certificates for
Shares not tendered or not accepted for payment are to be returned to a person
other than the registered holder of the Certificates surrendered, then the
tendered Certificates must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name or names of the registered
owner or owners appear on the Certificates, with the signatures on the
Certificates or stock powers guaranteed by an Eligible Institution. See
Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a Stockholder desires to tender Shares pursuant to
the Offer and such Stockholder's Certificates evidencing such Shares are not
immediately available or time will not permit all required documents to reach
the Depositary prior to the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, such Shares may nevertheless
be tendered if all of the following conditions are satisfied:
(a) the tender is made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by Purchaser herewith, is received
by the Depositary as provided below prior to the Expiration Date; and
(c) the Certificates (or a Book-Entry Confirmation) representing all
tendered Shares, in proper form for transfer together with a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents
required by the Letter of Transmittal are received by the Depositary
within three NYSE trading days after the date of execution of such
Notice of Guaranteed Delivery. An "NYSE trading day" is any day on
which the New York Stock Exchange ("NYSE") is open for business.
Any Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram, telex or facsimile transmission to the Depositary and
must include a guarantee by an Eligible Institution in the form set forth in
the Notice of Guaranteed Delivery made available by Purchaser.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (a)
Certificates for (or a timely Book-Entry Confirmation, if available, with
respect to) such Shares, (b) a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message), and (c) any
other documents required by the Letter of Transmittal. Accordingly, tendering
Stockholders may be paid at different times depending upon when certificates
for Shares or Book-Entry Confirmations with respect to the Shares are actually
received by the Depositary. Under no circumstances will interest be paid on
the purchase price to be paid by Purchaser for the tendered Shares, regardless
of any extension of the Offer or any delay in making such payment.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by Purchaser, in its sole discretion,
whose
7
<PAGE>
determination shall be final and binding on all parties. Purchaser reserves
the absolute right to reject any and all tenders of Shares determined by it
not to be in proper form or the acceptance for payment of which, or payment
for, such Shares may, in the opinion of Purchaser's counsel, be unlawful.
Purchaser also reserves the absolute right, in its sole discretion, to waive
any of the conditions of the Offer or any defect or irregularity in the tender
of any Shares of any particular Stockholder, whether or not similar defects or
irregularities are waived in the case of other stockholders. No tender of
Shares will be deemed to have been validly made until all defects and
irregularities relating thereto have been cured or waived. None of Purchaser,
Parent, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in
tenders or will incur any liability for failure to give any such notification.
Purchaser's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and instructions thereto) will be final and binding.
Other Requirements. By executing a Letter of Transmittal as set forth above,
a tendering Stockholder irrevocably appoints designees of Purchaser as such
stockholder's proxies, in the manner set forth in the Letter of Transmittal,
each with full power of substitution, to the full extent of such Stockholder's
rights with respect to the Shares tendered by such Stockholder and accepted
for payment by Purchaser (and with respect to all other Shares or other
securities issued or issuable in respect of such Shares) on or after the date
of this Offer to Purchase. All such proxies will be considered coupled with an
interest in the tendered Shares. This appointment is effective if, when, and
only to the extent that Purchaser accepts such Shares for payment pursuant to
the Offer. Upon such acceptance for payment, all prior proxies given by such
stockholder will be revoked, and no subsequent proxies may be given nor any
subsequent written consent executed by such Stockholder (and, if given, will
not be deemed effective) with respect thereto. Purchaser's designees will,
with respect to the Shares for which the appointment is effective, be
empowered to exercise all voting and other rights of such Stockholder as they,
in their sole discretion, may deem proper at any annual, special or adjourned
meeting of the Stockholders, by written consent in lieu of any such meeting or
otherwise. Purchaser reserves the right to require that, in order for Shares
to be deemed validly tendered, immediately upon Purchaser's payment for such
Shares, Purchaser must be able to exercise full voting rights with respect to
such Shares.
The foregoing proxies are effective only upon acceptance for payment of
Shares pursuant to the Offer. The Offer does not constitute a solicitation of
proxies, absent a purchase of Shares, for any meeting of the Stockholders,
which will be made only pursuant to separate proxy solicitation materials
complying with the Exchange Act.
Purchaser's acceptance for payment of the Shares tendered pursuant to any of
the procedures described above will constitute a binding agreement between the
tendering Stockholder and Purchaser upon the terms and subject to the
conditions of the Offer.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO
CERTAIN STOCKHOLDERS OF THE OFFER PRICE, EACH SUCH STOCKHOLDER MUST PROVIDE
THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER
AND CERTIFY THAT SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX
WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF
TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A STOCKHOLDER, THE
DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH
STOCKHOLDER. SEE INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL.
4. Withdrawal Rights. Tenders of Shares made pursuant to the Offer are
irrevocable except that such Shares may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by Purchaser
pursuant to the Offer, may also be withdrawn at any time after March 20, 2000.
If Purchaser extends the Offer, is delayed in its acceptance for payment of
Shares, or is unable to accept Shares for payment pursuant to the Offer for
any reason, then, without prejudice to Purchaser's rights under the Offer, the
Depositary may,
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<PAGE>
nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares
may not be withdrawn except to the extent that tendering Stockholders are
entitled to withdrawal rights as set forth in this Section 4.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name
of the registered holder of such Shares, if different from that of the person
who tendered such Shares. If Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then prior to
the physical release of such Certificates, the serial numbers shown on the
particular Certificates to be withdrawn must be submitted to the Depositary,
and the signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution, unless such Shares have been tendered for the account of
an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry tender as set forth in Section 3, any notice of
withdrawal must also specify the name and number of the account at the Book-
Entry Transfer Facility to be credited with the withdrawn Shares.
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by Purchaser, in
its sole discretion, whose determination shall be final and binding. None of
Parent, Purchaser, the Depositary, the Information Agent, or any other person
will be under any duty to give notification of any defects or irregularities
in any notice of withdrawal or incur any liability for failure to give such
notification.
Any Shares properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in Section 3.
5. Certain Federal Income Tax Consequences of the Offer and the Merger. The
following is a general summary of certain U.S. federal income tax consequences
of the Offer and the Merger relevant to a beneficial holder of Shares whose
Shares are tendered and accepted for payment pursuant to the Offer or whose
Shares are converted to cash in the Merger (a "Holder"). The discussion is
based on the Internal Revenue Code of 1986, as amended (the "Code"),
regulations issued thereunder, judicial decisions and administrative rulings,
all of which are subject to change, possibly with retroactive effect. This
discussion does not discuss all aspects of U.S. federal income taxation which
may be important to particular Holders in light of their individual investment
circumstances, such as Holders who do not hold the Shares as "capital assets"
within the meaning of Section 1221 of the Code, Holders who acquired their
Shares through the exercise of options or otherwise as compensation, or
Holders subject to special tax rules (e.g., financial institutions, broker-
dealers, insurance companies, and tax-exempt organizations). In addition, this
discussion does not address state, local or foreign tax consequences. HOLDERS
OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC U.S.
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE
OFFER AND THE MERGER.
The receipt of cash for Shares pursuant to the Offer or in the Merger will
be a taxable transaction for federal income tax purposes and may also be a
taxable transaction under applicable state, local or foreign tax laws. In
general, a Holder will recognize gain or loss for federal income tax purposes
equal to the difference between the amount of cash received in exchange for
the Shares sold and such Holder's adjusted tax basis in such Shares. Assuming
the Shares constitute capital assets in the hands of the Holder, such gain or
loss will be capital gain or loss. If, at the time of the Offer or the Merger,
the Shares then exchanged have been held for more than one year, such gain or
loss will be a long-term capital gain or loss. Under current law, long-term
capital gains of individuals are, under certain circumstances, taxed at lower
rates than items of ordinary income.
A Holder (other than certain exempt Holders including, among others, all
corporations and certain foreign individuals and entities) that tenders Shares
may be subject to a 31% backup withholding unless the Holder provides its
taxpayer identification number, or unless an exemption applies. If backup
withholding applies to a Holder, the Depositary is required to withhold 31%
from payments to such Holder. Backup withholding is not an
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<PAGE>
additional tax. Rather, the amount of the backup withholding can be credited
against the federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the Internal
Revenue Service. If backup withholding results in an overpayment of tax, a
refund can be obtained by the Holder upon filing an income tax return.
6. Price Range of Shares; Dividends. The Shares are listed on the NYSE under
the symbol "CBZ." The following table sets forth, for the calendar quarters
indicated, the high and low sales prices for the Common Stock on the NYSE:
<TABLE>
<CAPTION>
Calendar Year High Low
------------- ---- ---
<S> <C> <C>
1998:
First Quarter......................................... 47 1/2 33 3/4
Second Quarter........................................ 48 31 3/8
Third Quarter......................................... 37 13/16 24 1/16
Fourth Quarter........................................ 26 5/8 15
1999:
First Quarter......................................... 25 3/8 15 9/16
Second Quarter........................................ 24 15/16 22 3/16
Third Quarter......................................... 25 1/4 23 1/8
Fourth Quarter........................................ 23 3/4 16 3/8
2000:
First Quarter (through January 20, 2000) ............. 28 1/4 16 9/16
</TABLE>
The Company has never declared or paid cash dividends on its Common Stock.
On January 14, 2000, the last full trading day prior to the public
announcement of the terms of the Offer and the Merger, the reported closing
price on the NYSE was $17.125 per Share. Stockholders are urged to obtain a
current market quotation for the Shares.
7. Effect of the Offer on Market for the Shares, Stock Exchange Listing, and
Exchange Act Registration.
Market for Shares. The purchase of Shares by Purchaser pursuant to the Offer
will reduce the number of Shares that might otherwise trade publicly and will
reduce the number of holders of Shares, which could adversely affect the
liquidity and market value of the remaining Shares held by the Stockholders.
Stock Quotation. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the requirements of the NYSE for
continued listing and may be delisted from the NYSE. According to the NYSE's
published guidelines, the NYSE would consider delisting the Shares if, among
other things, the number of record holders of at least 100 Shares should fall
below 1,200, the number of publicly held Shares (exclusive of holdings of
officers and directors of the Company and their immediate families and other
concentrated holdings of 10% or more ("NYSE Excluded Holdings")) should fall
below 600,000, or the aggregate market value of the publicly held Shares
(exclusive of NYSE Excluded Holdings) should fall below $5,000,000. The
Company has advised Purchaser that, as of January 19, 2000, there were
13,108,569 Shares outstanding, held by approximately 177 holders of record. If
the NYSE were to delist the Shares, the market for the Shares could be
adversely affected.
If the NYSE were to delist the Shares, it is possible that the Shares would
be traded or quoted on other securities exchanges or in the over-the-counter
market, and that price quotations would be reported by such exchanges or other
sources. The extent of the public market for the Shares and the availability
of such quotations would, however, depend upon the number of Stockholders
and/or the aggregate market value of the Shares remaining at such time, the
interest in maintaining a market in the Shares on the part of securities
firms, the possible termination of registration of the Shares under the
Exchange Act and other factors. Purchaser cannot
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<PAGE>
predict whether the reduction in the number of Shares that might otherwise
trade publicly would have an adverse effect on the market price for or
marketability of the Shares or whether it would cause future market prices to
be greater or less than the Merger Consideration.
Margin Regulations. The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of
allowing brokers to extend credit on the collateral of such securities.
Depending upon factors similar to those described above regarding listing and
market quotations, following the Offer it is possible that the Shares might no
longer constitute "margin securities" for the purposes of the Federal Reserve
Board's margin regulations, in which event the Shares could no longer be used
as collateral for loans made by brokers.
Exchange Act Regulation. The Shares are currently registered under the
Exchange Act. Such registration may be terminated by the Company upon
application to the SEC if the Shares are not listed on a national securities
exchange and if there are fewer than 300 record holders. The termination of
registration of the Shares under the Exchange Act would substantially reduce
the information required to be furnished by the Company to its Stockholders
and to the SEC and would make certain provisions of the Exchange Act, such as
the short-swing profit recovery provisions of Section 16(b), the requirement
of furnishing a proxy statement in connection with Stockholders' meetings and
the related requirement of furnishing an annual report to Stockholders, and
the requirements of Rule 13e-3 under the Exchange Act with respect to "going-
private" transactions, no longer applicable to the Shares. In addition,
"affiliates" of the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such securities pursuant
to Rule 144 under the Securities Act of 1933, as amended. If registration of
the Shares under the Exchange Act were terminated, the Shares would no longer
be eligible for listing on the NYSE or for continued inclusion on the Federal
Reserve Board's list of "margin securities".
8. Certain Information Concerning the Company. The information concerning
the Company contained in this Offer to Purchase has been taken from or is
based upon publicly available documents and records on file with the SEC and
other public sources. Neither Parent nor Purchaser assumes any responsibility
for the accuracy or completeness of the information concerning the Company
contained in such documents and records or for any failure by the Company to
disclose events which may have occurred or may affect the significance or
accuracy of any such information but which are unknown to Parent or Purchaser.
Parent and Purchaser have only had access to publicly available documents and
records of the Company, and neither Parent nor Purchaser, nor any of their
representatives, have received any non-public information about the Company
from the Company or any of its representatives.
General. The Company is a Delaware corporation with its principal executive
offices located at 11250 Waples Mill Road, Suite 500, Fairfax, Virginia 22030.
The Company, 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. The
"rent-to-rent" segment serves both corporate and individual customers who
desire flexibility to meet their temporary and transitional furniture needs.
The Company focuses on corporate customers by offering office and residential
furniture, related accessories and trade show furnishings through a direct
sales force and a network of 118 showrooms in 34 states and the District of
Columbia. The Company maintains the showroom quality condition of its
merchandise available for rent by selling its previously rented merchandise
through a network of 86 company-operated clearance centers, thereby enabling
the Company to regularly update its inventory with new styles and new
merchandise.
Financial Information. Set forth below is certain summary consolidated
financial information for the Company's last three fiscal years excerpted or
derived from the financial information contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 and for the nine
month periods ended September 30, 1998 and 1999 as contained in the Company's
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1998 and
1999. More comprehensive financial information is included in such reports
(including management's discussion and analysis of financial condition and
results of operation) and other documents filed by the Company with the SEC,
and the following summary is qualified in its entirety by
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<PAGE>
reference to such reports and other documents and all of the financial
information and notes contained therein. Copies of such report and other
documents may be examined at or obtained from the SEC or from the NYSE in the
manner set forth below.
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Nine
Months Ended For the Year Ended
September 30, December 31,
----------------- --------------------------
1998 1999 1996(A) 1997 1998
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Furniture rental revenue......... $196,356 $219,243 $191,560 $237,212 $265,871
Furniture sales revenue.......... 39,948 44,887 42,589 50,006 53,093
-------- -------- -------- -------- --------
Total revenue.................. 236,304 264,130 234,149 287,218 318,964
Furniture rental gross profit.... 161,130 180,214 154,602 191,578 218,008
Furniture sales gross profit..... 15,714 16.825 17,382 19,749 20,739
-------- -------- -------- -------- --------
Total gross profit............. $176,844 $197,039 $171,984 $211,327 $238,747
Selling, general and
administrative expenses......... 137,034 155,960 136,536 165,019 186,100
-------- -------- -------- -------- --------
Operating earnings............... 39,810 41,079 35,448 46,308 52,647
Interest expense, net............ 6,164 4,259 8,251 8,374 7,837
Income before extraordinary
loss............................ 19,506 21,326 15,936 22,326 25,903
Net Income....................... $ 16,998 $ 21,326 $ 15,936 $ 22,326 $ 23,395
Per Common Share Information:
Earnings per common share before
extraordinary loss.............. $ 1.50 $ 1.63 $ 1.40 $ 1.74 $ 1.99
Earnings per common share before
extraordinary loss assuming
dilution........................ $ 1.45 $ 1.59 $ 1.31 $ 1.67 $ 1.92
Balance Sheet Data:
Total assets..................... $334,071 $380,549 $247,199 $277,841 $332,896
Total debt....................... 99,300 93,800 65,600 63,132 90,800
Stockholders' equity............. 169,189 206,116 125,152 149,332 175,662
</TABLE>
- --------
(A) Income statement data for the year ended December 31, 1996 include the
results of operations of Evans Rents from the date of acquisition, April
24, 1996. The acquisition of Evans Rents was accounted for as a purchase
business combination. Revenue of Evans Rents for the period of April 25,
1996 through December 31, 1996 was approximately $22,500,000.
The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is obligated to file reports and
other information with the SEC relating to its business, financial condition
and other matters. Information, as of particular dates, concerning the
Company's directors and officers, their remuneration, stock options granted to
them, the principal holders of the Company's securities, any material
interests of such persons in transactions with the Company and other matters
is required to be disclosed in proxy statements distributed to the
Stockholders and filed with the SEC. Such reports, proxy statements and other
information should be available for inspection at the public reference room at
the SEC's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also
should be available for inspection and copying at the regional offices of the
SEC located at Seven World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Information regarding the public reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. Copies may be obtained, by mail,
upon payment of the SEC's customary charges, by writing to its Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549 and can be
accessed electronically on the SEC's website at
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<PAGE>
www.sec.gov. Such material should also be available for inspection at the
NYSE, 20 Broad Street, New York, New York 10005.
9. Certain Information Concerning Purchaser, Parent, Ultimate Parent and
Other Purchaser Entities. Purchaser is a Delaware corporation and to date has
engaged in no activities other than those incident to its formation and the
commencement of the Offer. Purchaser is a direct wholly owned subsidiary of
Parent. The principal executive offices of Purchaser and Parent are located at
1440 Kiewit Plaza, Omaha, Nebraska 68131.
Wesco Financial Corporation ("Wesco" or "Ultimate Parent") is a Delaware
corporation which engages, through wholly owned subsidiaries of Parent, in two
principal businesses: (1) the insurance business, through Wesco-Financial
Insurance Company ("Wes-FIC"), which engages in the property and casualty
insurance business, and The Kansas Bankers Surety Company, which provides
specialized insurance coverages for banks; and (2) the steel service center
business, through Precision Steel Warehouse, Inc. ("Precision Steel").
Wesco is 80.1% owned by an indirect wholly owned subsidiary of Berkshire
Hathaway Inc. ("Berkshire"). Wesco and its subsidiaries are thus controlled by
Berkshire, and may also be deemed to be controlled by Warren E. Buffett, who
is Berkshire's chairman and chief executive officer and who beneficially owns
Berkshire shares representing approximately 37.4% of its voting power. Charles
T. Munger, the chairman of Wesco, is also vice chairman of Berkshire, and
consults with Mr. Buffett with respect to Wesco's investment decisions and
major capital allocations, but Mr. Buffett has no active participation in
Wesco's management other than as a director of Wes-FIC and Precision Steel and
as President of Parent.
Wesco's principal executive offices are located at 301 East Colorado
Boulevard, Suite 300, Pasadena, California 91101.
Additional information concerning Wesco is set forth in Wesco's Annual
Report on Form 10-K for the year ended December 31, 1998 and subsequent
Quarterly Reports on Form 10-Q, which reports may be obtained from the SEC in
the manner set forth with respect to information concerning the Company in
Section 8. Recent SEC filings by Wesco are also available from the American
Stock Exchange websites, www.amex.com and www.americanstocks.com, using
Wesco's ticker symbol, "WSC."
The name, citizenship, business address, principal occupation, and five-year
employment history of each of the directors and executive officers of Wesco,
Parent and Purchaser are set forth in Schedule I to this Offer to Purchase.
Such information is also set forth in Schedule I hereto with respect to the
directors and executive officers of Berkshire, OBH, Inc., a direct wholly-
owned subsidiary of Berkshire, and Blue Chip Stamps, a direct wholly-owned
subsidiary of OBH, Inc. which owns directly the 80.1% interest in Wesco (each
of Berkshire, OBH, Inc., Blue Chip Stamps, Wesco, Parent and Purchaser are
collectively referred to herein as the "Purchaser Entities").
None of the Purchaser Entities nor, to the best knowledge of the Purchaser
Entities, any of the persons listed in Schedule I to this Offer to Purchase,
nor any associate or majority-owned subsidiary of any of the foregoing,
beneficially owns or has any right to acquire, directly or indirectly, any
Shares and none of the Purchaser Entities nor, to the best knowledge of the
Purchaser Entities, any of the persons or entities referred to above, nor any
director, executive officer or subsidiary of any of the foregoing, has
effected any transaction in the Shares during the past 60 days.
Except as provided in the Merger Agreement and as otherwise described in
this Offer to Purchase, (i) none of the Purchaser Entities nor any of their
respective subsidiaries nor, to the best knowledge of the Purchaser Entities,
any of the persons listed in Schedule I to this Offer to Purchase, has any
contract, arrangement, understanding or relationship with any other person
with respect to any securities of the Company, including, but not limited to,
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guaranties of loans, guaranties
against loss, guaranties of profits, division of profits or loss or the giving
or withholding of proxies, and (ii) none of the Purchaser Entities nor, to the
best knowledge of the Purchaser Entities, any of the persons
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<PAGE>
listed on Schedule I to this Offer to Purchase, has had any business
relationship or transaction with the Company or any of its executive officers,
directors or affiliates that is required to be reported under the rules and
regulations of the SEC applicable to the Offer. Set forth below in Section 11
of this Offer to Purchase and elsewhere herein is a summary description of the
mutual contacts, negotiations and transactions between any of Purchaser,
Parent and Wesco, or any of their respective subsidiaries or any of the
persons listed on Schedule I to this Offer to Purchase, on the one hand, and
the Company or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets.
10. Source and Amount of Funds. The Offer is not conditioned upon any
financing arrangements. Purchaser estimates that the total amount of funds
required to purchase all of the outstanding Shares pursuant to the Offer and
the Merger and to pay related fees and expenses will be approximately $384
million. Purchaser will obtain these funds from Parent, either directly or
indirectly, in the form of capital contributions and/or loans from Parent or
its affiliates. Parent will obtain all required funds through loans from its
affiliates. Ultimate Parent may borrow a portion of the funds on a short-term
basis under available lines of credit from a commercial bank.
11. Background of the Offer; Contacts with the Company; the Merger
Agreement, Stockholder Agreement and Voting Agreement. Beginning in the second
half of 1998, the Board of Directors of the Company (the "Company Board")
discussed the desirability of pursuing alternatives for the Company to
increase stockholder value. As a result of these discussions, representatives
of the Company met on separate occasions with representatives of J.P. Morgan
and Donaldson, Lufkin & Jenrette Securities Corporation to discuss a potential
sale of the Company and met with representatives of Aaron Rents, Inc. to
discuss a potential business combination between the Company and Aaron. During
this same time period, Bruce C. Bruckmann, a member of the Company Board and
principal of Bruckmann, Rosser, Sherrill & Co. ("BRS") indicated that BRS
might be willing to pursue a recapitalization transaction with the Company. On
March 25, 1999, the Company entered into an agreement and plan of merger with
an investor group led by BRS and members of the Company's management pursuant
to which the investor group agreed to acquire the Company in a merger
transaction for a per share consideration of $24.00 in cash plus $2.50
liquidation value of a new series of preferred stock. Citicorp Venture Capital
Ltd. ("CVC"), which is the beneficial owner of shares representing
approximately 44% of the outstanding Shares, agreed to participate in the
transaction by retaining a portion of its equity interest in the Company.
Following announcement of the BRS merger agreement, in April 1999
representatives of the Company and CVC had numerous unsolicited contacts from
representatives of Fremont Partners ("Fremont") and Brook Furniture Rental,
Inc. ("Brook") regarding a recapitalization transaction in which the Company
and Brook would be combined. In letters dated April 15 and April 19, 1999,
Fremont and Brook proposed a transaction pursuant to which stockholders of the
Company would receive $28.00 per share in cash for 97% of the outstanding
common stock, subject to certain conditions. After receiving additional
letters from Brook, the Company Board rejected the Fremont/Brook proposal on
May 10, 1999 based principally on its conclusion that it was unlikely that any
transaction with Fremont/Brook could be completed in the face of significant
opposition expressed by the Company's management and major stockholder.
On August 12, 1999, BRS informed the Company Board that BRS was increasing
its offer to a per share consideration of $25.00 in cash plus $3.00
liquidation value in a new series of preferred stock.
On November 4, 1999, the Company announced that the Company and BRS had
mutually agreed to terminate the merger agreement as a result of weakness in
the high-yield debt market and insufficient support from the Company's public
stockholders.
Following the announcement of the termination of the BRS merger agreement,
on November 9, 1999, Brook sent a letter to the Company reiterating its
interest in pursuing a Fremont/Brook transaction.
On November 23, 1999, Paul Arnold, President and Chief Executive Officer of
the Company, met with Robert W. Crawford, President and Chief Executive
Officer of Brook, to discuss the Fremont/Brook proposal. At
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<PAGE>
that meeting Mr. Arnold informed Mr. Crawford that Mr. Arnold would present an
offer to the Company Board only if it met the Company Board's criterion of
certainty by being fully financed and not subject to due diligence.
On November 23, 1999, Mr. Arnold received a call from Bruce Cort, an
acquaintance of Mr. Arnold. Mr. Arnold returned the call later that day. In
their discussion Mr. Cort informed Mr. Arnold that earlier that day he had
forwarded a recent Washington Post article about the Company to Warren E.
Buffett, Chairman of Berkshire, and that Mr. Buffett had responded that
Berkshire would be interested in a friendly transaction for the Company at
$28.00 per Share. Mr. Arnold requested that Mr. Cort arrange a meeting with
Mr. Buffett.
Mr. Arnold, who was accompanied by Mr. Cort, met Mr. Buffett in Omaha on
November 29, 1999. They talked about the business of the Company and the
Company's recent history. Mr. Buffett indicated an interest in acquiring the
Company at $28.00 per share, and said that he would need to talk to the
Company's largest shareholder, CVC. Mr. Arnold made no specific response to
Mr. Buffett, other than that he would attempt to arrange a meeting with CVC.
At a meeting of the Company Board on November 30, 1999, Mr. Arnold informed
the Company Board of his discussions with Mr. Crawford and Mr. Buffett. The
Company Board agreed that representatives of CVC should meet with Mr. Buffett
before the Company Board could evaluate whether to engage in further
discussions. Mr. Arnold subsequently made the arrangements for representatives
of CVC to meet with Mr. Buffett.
On December 3, 1999, Fremont and Brook sent another letter to the Company
increasing the consideration to the Company's stockholders in their proposal
to combine the Company and Brook to $28.50 per share in cash for 97% of the
Company's common stock. This letter was accompanied by commitments for senior
bank and bridge financing from Paribas which were subject to numerous
conditions including the absence of adverse changes in market conditions and
Paribas' successful syndication of the bridge loan. On December 17, 1999,
Fremont and Brook further revised their proposal to provide for per share
consideration of $28.00 in cash plus an additional amount contingent on the
value of the Company's interest in Homestore.com, Inc.
On December 18, 1999, William T. Comfort, Chairman of CVC, as well as
Michael Delaney and James Urry, who are officers of CVC as well as directors
of the Company, met in Omaha with Mr. Buffett. The representatives of CVC
talked about the Company and CVC's history with the Company. Mr. Buffett said
Berkshire Hathaway or Wesco Financial Corporation would agree to buy the
Company for a price of $28.00 per share, provided he had the agreement of CVC
to support such a transaction. The CVC representatives encouraged Mr. Buffett
to make a proposal to buy the Company. Mr. Buffett and the CVC representatives
agreed that counsel for Berkshire and Wesco (Munger, Tolles & Olson LLP) would
talk with CVC about the structure of a proposal to acquire the Company and
about the terms of a commitment that CVC might make in connection with such a
proposal.
Following these discussions, Mr. Buffett concluded that, among the Berkshire
group of companies, acquisition of the Company was most appropriate for Wesco
through its wholly-owned subsidiary, Wesco Holdings Midwest, Inc. ("Parent").
He talked with Mr. Munger, the Chairman of Wesco, and Mr. Munger agreed. Mr.
Buffett asked Munger, Tolles & Olson to contact CVC and the Company to discuss
developing a proposal for acquisition of the Company and for obtaining the
commitment of CVC to support such a transaction.
Munger, Tolles & Olson contacted Mr. Arnold and also contacted CVC, and was
put in contact with Dechert Price & Rhoads ("Dechert"), which was acting as
counsel for both the Company and CVC. Munger, Tolles & Olson additionally
suggested that Mr. Arnold meet with Mr. Charles Munger, Vice Chairman of
Berkshire and Chairman of Wesco, and that meeting was arranged for December
30, 1999 in Los Angeles. In that meeting, Mr. Arnold and Mr. Munger talked
about the Company and its business. Mr. Munger described for Mr. Arnold the
approach of Berkshire and Wesco in working with subsidiary companies,
including their general approach to management incentive compensation.
In late December and early January, representatives of Munger, Tolles &
Olson and Dechert had several telephone discussions about the structure of an
acquisition transaction and the terms of a merger agreement, as
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well as the terms of a stockholder agreement with CVC and a voting agreement
with CVC's voting trustee. On December 28, 1999, Dechert received a draft
merger agreement from Munger, Tolles & Olson providing for a tender offer for
all of the outstanding Shares to be followed by a merger with a subsidiary of
Wesco. Dechert also received a draft stockholder agreement to be delivered by
CVC providing for an agreement by CVC to tender in the offer and granting
Wesco an option to purchase the CVC Shares under certain circumstances.
On January 3, 2000, the Company engaged SunTrust Equitable Securities
Corporation ("STES") as its financial advisor to assist the Company Board in
evaluating potential acquisition transactions. On that same day,
representatives of STES and Dechert contacted Brook's counsel and
representatives of Fremont and Brook. STES and Dechert informed Fremont and
Brook that the Company Board was actively considering alternatives available
to the Company and asked Fremont and Brook to submit their best and final
offer in writing to the Company no later than January 10, 2000. As they had
not previously furnished drafts of definitive agreements, Fremont and Brook
were requested to provide forms of definitive transaction documents as well as
commitments to support any financing upon which their transaction would be
conditioned. Representatives of Dechert stated that although the Company Board
had not made a decision to engage in any transaction, it was probable that a
critical factor in a decision by the Company Board would be the relative
degree of certainty of any proposal. Representatives of Dechert suggested that
any proposal submitted by Fremont and Brook should address prior uncertainties
in their proposals including financing and due diligence conditions.
On January 4, 2000, STES and Dechert contacted Munger, Tolles & Olson and
had the same discussion regarding the Company Board's process and procedure
that STES and Dechert had had with Fremont and Brook the prior day. Shortly
thereafter, Dechert sent Munger, Tolles & Olson written comments to the draft
merger agreement and stockholders agreement which Munger, Tolles & Olson had
previously delivered to Dechert.
Later in the week of January 3, 2000, representatives of Dechert had
discussions with representatives of Munger, Tolles & Olson seeking information
about their draft agreements and responded to questions from representatives
of Fremont regarding the Company's ownership of shares of common stock of
Homestore.com.
On January 10, 2000, the Company received written proposals from Wesco and
Fremont/Brook. Mr. Buffett, on behalf of Parent, delivered an offer letter to
Dechert on behalf of the Company, offering to buy all of the stock of the
Company pursuant to a cash tender offer and subsequent cash merger at a price
of $28.00 per share, as provided in a draft Agreement and Plan of Merger
delivered with the letter. The merger agreement was subject to customary
conditions but was not subject to due diligence or to a financing condition.
Mr. Buffett also furnished with this letter forms of a Stockholder Agreement
and Voting Agreement, which Wesco Holdings proposed to execute with CVC and
its voting trustee, respectively. The letter provided that the offer would
expire at noon Eastern time on January 17, unless it was previously accepted,
and would also expire in the event of unauthorized disclosure or leak.
The written proposal from Fremont/Brook received on January 10, 2000
provided for a merger of a newly formed subsidiary into the Company pursuant
to which the Stockholders would receive per share consideration of $29.25 in
cash for 98.1% of the Shares. The proposal was conditioned on the completion
of confirmatory due diligence by Fremont and Brook which Fremont stated was
expected to take ten business days. The proposed form of merger agreement
provided that Fremont and Brook's obligation to complete the merger was also
subject to receipt of financing. The proposal was accompanied by commitment
letters from Morgan Stanley Senior Funding, Inc. for bank financing and Morgan
Stanley & Co. Incorporated for bridge financing. Funding under the commitment
letters was subject to numerous conditions including (a) the "absence of any
disruption or change in financial, banking or capital markets or in the
regulatory environment that in the good faith judgment of [Morgan Stanley]
could materially and adversely affect the [bridge financing] or the
refinancing thereof," (b) Morgan Stanley's satisfaction with the results of
its due diligence review of the Company (although Morgan Stanley confirmed
that it was satisfied with the results of its review of public information and
certain projected financial information prepared by Fremont) and (c) Morgan
Stanley's satisfaction with the structure of the Company and Brook
combination. The Fremont/Brook proposal stated that it would expire on January
16, if not accepted prior to that time.
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On the evening of January 10, 2000, the Company Board met to discuss the
Wesco and Fremont/Brook proposals. At the meeting, representatives of STES
made a presentation to the Company Board regarding Wesco, Fremont and Brook,
certain financial information regarding the Company and current conditions in
the acquisition and financing markets. Representatives of Dechert outlined the
terms of the two proposals. After discussion, the Company Board concluded that
further information on both proposals was necessary. The Company Board asked
Gregory B. Maffei, one of the Company's directors, to contact Mr. Buffett to
determine whether Wesco would increase the per share consideration. The
Company Board asked representatives of STES to contact Fremont to determine:
(i) whether Fremont would provide an unconditional written equity commitment;
(ii) whether Fremont/Brook would structure their transaction as a tender
offer; (iii) whether Fremont/Brook could narrow or eliminate certain
conditions contained in the Morgan Stanley debt commitments; (iv) whether
Fremont/Brook would provide any financial information regarding Brook to the
Company Board to assist it in evaluating the proposed transaction; and (v) how
much of Fremont's fund remained uncommitted. The Company Board determined that
it would not allow Fremont/Brook to conduct due diligence at that time because
of the uncertainty surrounding their proposal and the potential for harm to
the Company if Fremont and Brook, a direct competitor of the Company,
conducted due diligence and the Company was thereafter unable to complete a
transaction with Fremont/Brook on the terms proposed.
On January 11, Mr. Maffei called Mr. Buffett in an attempt to convince him
to increase Wesco's offer price. Mr. Maffei advised Mr. Buffett that another
proposal had been made, at a higher nominal price. Mr. Buffett stated his
belief that this proposal was subject to uncertainties that the Wesco proposal
did not contain. Mr. Maffei acknowledged that the other offer was more
conditional than the Wesco proposal but also called Mr. Buffett's attention to
the increased value resulting from the Company's investment in Homestore.com.
Mr. Buffett explained that he had factored in the Homestore.com investment in
valuing the Company, and that the possibility that someone else would offer
more for the Company did not affect his view of what Wesco should offer. Mr.
Arnold similarly called Mr. Buffett on January 13, urging him to raise his
offer. Mr. Buffett again declined.
On January 11, representatives of STES telephoned Gregory P. Spivy of
Fremont to discuss the questions raised by the Company Board. On that date and
in a subsequent call on January 13, Mr. Spivy informed STES that (i) Fremont
would provide a written equity commitment; (ii) Fremont and Brook were not
prepared at that time to commit to structure their proposal as a tender offer;
(iii) Fremont believed the debt commitments it had provided were the best
available under current market conditions and that it was not possible to
narrow or eliminate the conditions to which the Company Board had objected;
and (iv) Fremont was not prepared to provide any financial information with
respect to Brook except that STES could assume Brook's revenues were $50
million and that Brook's EBITDA margins were comparable to the Company's. On
January 13, Fremont provided the Company with a commitment letter for $98.8
million of equity and bridge financing and stated that Fremont had
approximately $215 million of uncommitted equity in its fund. On January 13,
representatives of STES informed Fremont that the Company Board would be
meeting in the next 24 hours to make a decision based on the information that
was available to them at that time.
On January 13, representatives of Dechert informed representatives of
Munger, Tolles & Olson that the Company Board would be meeting in the next 24
hours to make a decision based on the information that was available at that
time.
The Company Board met again to consider both proposals beginning on the
evening of January 13. The Company Board first considered the Fremont/Brook
proposal. After extensive discussion, the Company Board determined that it
would not be in the best interests of the stockholders to pursue the
Fremont/Brook transaction despite the fact that the nominal price of $29.25
for 98.1% of the Shares was higher than the price being offered by Wesco. This
conclusion was based principally on the Company Board's belief that there was
substantial risk that the transaction could not be consummated on the terms
proposed. In this regard, the Company Board considered a number of factors,
the most material of which were:
(i) That the Fremont/Brook proposal was conditioned on the receipt of
external debt financing. The Company Board considered the advice received
from STES to the effect that current debt financing market conditions were
not favorable for leveraged buyout transactions on the terms proposed by
Fremont/Brook.
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The Company Board took note of the fact that weakness in the high-yield
debt market had been a principal factor in the Company's recent inability
to complete the BRS transaction, which was at a lower price than the
Fremont/Brook proposal. The Company Board also considered the conditions
contained in the commitments provided by Morgan Stanley and concluded that
there was a significant possibility that those conditions could not be
satisfied;
(ii) That Fremont/Brook was unable to commit to a tender offer. The
Company Board concluded that the longer time period necessary to complete a
merger would increase the risk that financing would not be available due to
changes in the financing market;
(iii) The expected low trading value and probable delisting of the 1.9%
illiquid public stub that stockholders would be required to retain;
(iv) The possibility that the Company would lose the opportunity to enter
into an agreement with Wesco for the cash tender transaction while Fremont,
Brook and their financing sources were conducting due diligence; and
(v) The impact on future market value of the Company's common stock if
the Company were to announce a transaction with Fremont/Brook which it was
unable to consummate.
After concluding that it was not advisable to pursue the Fremont/Brook
transaction, the Company Board then discussed the Wesco proposal. During the
discussion of the Wesco proposal, Mr. Urry informed the Company Board that
CVC, the holder of approximately 44% of the outstanding Shares, was prepared
to enter into the Stockholder Agreement and tender its Shares pursuant to the
Offer, which was a condition to Wesco's proposal and that CVC had been advised
by its voting trustee, Mr. Pokelwaldt, that he was prepared to enter into the
Voting Agreement, which was a condition to Wesco's proposal. Mr. Urry also
informed the Company Board that CVC was currently in discussions with the
Small Business Administration regarding the termination of its voting trust
agreement and the conversion of some of CVC's Voting Shares into Class B
Shares. For the reasons more fully outlined in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC in
connection with the Offer, at the conclusion of its meeting, the Company Board
unanimously approved the Merger Agreement with Wesco.
On January 14, 2000, the Merger Agreement was signed on behalf of Wesco,
Parent, Purchaser and the Company, a Stockholder Agreement was signed on
behalf of Parent, Purchaser and CVC, and a Voting Agreement was signed on
behalf of Parent, Purchaser and Robert N. Pokelwaldt, the voting trustee for
CVC. On the same day, Wesco and the Company issued a joint press release
announcing the agreements and the commitment of Purchaser to commence within
five business days a cash tender offer for all shares of the Company at $28
per share. On such date, Louis A. Simpson, the President and Chief Executive
Officer--Capital Operations of GEICO Corporation, a wholly-owned subsidiary of
Berkshire, advised Mr. Buffett that he owns 200,000 Shares, acquired in
February and March 1999, which he plans to tender in response to the Offer.
Mr. Simpson also advised Mr. Buffett that he believes members of his family
and their trusts own up to 100,000 Shares, also acquired in February and March
1999, and that he anticipates that such Shares will be tendered in the Offer.
On January 17, 2000, Brook issued a press release stating that Mr. Crawford
had expressed his disappointment to the Company Board that it had accepted the
Wesco offer and quoting him to say that he intends "to explore every available
option."
The Merger Agreement
The following is a summary of the Merger Agreement, a copy of which is filed
as an Exhibit to the Tender Offer Statement on Schedule 14D-1 filed by
Purchaser and Parent with the SEC in connection with the Offer (the "Schedule
14D-1"). Such summary is qualified in its entirety by reference to the Merger
Agreement. Capitalized terms not otherwise defined in the following
description of the Merger Agreement have the respective meanings ascribed to
them in the Merger Agreement.
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The Offer. The Merger Agreement provides for the commencement of the Offer
as promptly as practicable, but in no event later than five business days
after the public announcement of the execution of the Merger Agreement. The
obligation of Purchaser to accept for payment and pay for Shares tendered
pursuant to the Offer is subject to the satisfaction of certain conditions
that are described below under the caption "Section 14-- Conditions to the
Offer."
Purchaser and Parent have agreed that, without the prior written consent of
the Company, no change in the Offer may be made which decreases the price per
Share payable in the Offer, which reduces the maximum number of Shares to be
purchased in the Offer, or which adds to or modifies the conditions to the
Offer set forth below under "Section 14--Conditions to the Offer."
Notwithstanding the foregoing, Purchaser is entitled and required to extend
the Offer at any time up to 40 days in the aggregate, in one or more periods
of not more than 10 business days, if at the initial expiration date of the
Offer, or any extension thereof, any condition to the Offer is not satisfied
or waived, provided that Purchaser is not required to so extend the Offer
unless (i) each such condition is reasonably capable of being satisfied and
(ii) the Company is in material compliance with all of its covenants under the
Merger Agreement. In addition, if Purchaser and Parent are not in material
breach of the Merger Agreement, Purchaser may, without the consent of the
Company, extend the Offer for up to an additional 40 days, in one or more
periods of not more than 10 business days, if any condition to the Offer is
not satisfied or waived and such condition is reasonably capable of being
satisfied. If, on the expiration date of the Offer, the Shares validly
tendered and not withdrawn pursuant to the Offer equal at least 75% of the
outstanding Shares but less than 90% of the outstanding Shares on a fully-
diluted basis, Purchaser may, without the consent of the Company, extend the
Offer on one occasion for up to 10 business days notwithstanding that all the
conditions to the Offer have been satisfied so long as Purchaser irrevocably
waives the satisfaction of any of the conditions to the Offer (other than in
the case of the first condition contained in Section 14 of this Offer to
Purchase, the occurrence of any Prohibition) that subsequently may not be
satisfied during any such extension of the Offer. In addition, the Offer Price
may be increased and the Offer may be extended to the extent required by law
or the SEC in connection with such increase in each case without the consent
of the Company.
Board Representation. Pursuant to the Merger Agreement, upon the purchase by
Purchaser of Shares pursuant to the Offer, and from time to time thereafter as
Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall
be entitled to designate such number of directors, rounded up to the next
whole number, on the Company Board as will give Purchaser, subject to
compliance with Section 14(f) of the Exchange Act, representation on the
Company Board equal to that number of directors which equals the product of
the total number of directors on the Company Board (giving effect to the
election or appointment of any additional directors pursuant to this paragraph
and including current directors serving as officers of the Company) multiplied
by the percentage that the aggregate number of Shares beneficially owned by
Parent, Purchaser or any of their affiliates (including such Shares as are
accepted for payment pursuant to the Offer, but excluding Shares held by the
Company or any of its subsidiaries) bears to the total number of Shares then
issued and outstanding. The Company has agreed, upon request by Purchaser, to
promptly increase the size of the Company Board as is necessary to enable
Purchaser's designees to be elected to the Company Board and to cause
Purchaser's designees to be so elected; provided that, if Purchaser's
designees are appointed or elected to the Company Board, until the Effective
Time, the Company Board shall have at least two directors who are directors on
the date of the Merger Agreement and who are neither officers of the Company
nor designees, stockholders, affiliates or associates (within the meaning of
the federal securities laws) of Parent (the "Independent Directors"). The
Merger Agreement also provides that, during the period after such election of
directors designated by Purchaser but prior to the Effective Time, the Company
Board shall delegate to a committee of the Company Board comprised solely of
the Independent Directors the sole responsibility for (i) the amendment or
termination of the Merger Agreement on behalf of the Company, other than a
termination in connection with the Company's execution of a definitive
agreement providing for a Superior Proposal, (ii) the waiver of any of the
Company's rights or remedies under the Merger Agreement, (iii) the extension
of the time for performance of Parent's or Purchaser's obligations under the
Merger Agreement, or (iv) the assertion or enforcement of the Company's rights
under the Merger Agreement to (a) object to a failure to consummate the Merger
for a failure of the condition that the Company perform in all material
respects all material obligations required by it under the
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Merger Agreement to be satisfied or (b) object to a termination of the Merger
Agreement by the Parent based on any alleged inaccuracy in the representations
and warranties of the Company in the Merger Agreement.
The Merger. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, and in accordance with the DGCL, at the Effective
Time, Purchaser shall be merged with and into the Company. As a result of the
Merger, the separate corporate existence of Purchaser will cease and the
Company will continue as the Surviving Corporation. Upon consummation of the
Merger, each Share issued and outstanding immediately prior to the Effective
Time held by a Stockholder (other than any Dissenting Shares) shall be
canceled and shall be converted automatically into the right to receive from
Surviving Corporation the Merger Consideration payable, without interest. All
Shares that are owned by the Company as treasury stock, all Shares owned by
any subsidiary of the Company and any Shares owned by Parent, Purchaser or any
other wholly owned subsidiary of Parent will be canceled and retired and will
cease to exist and no consideration will be delivered in exchange therefor.
Pursuant to the Merger Agreement at the Effective Time, each share of common
stock, par value $.01 per share, of Purchaser issued and outstanding
immediately prior to the Effective Time shall be converted into and exchanged
for one validly issued, fully paid and nonassessable share of common stock,
par value $.01 per share, of the Surviving Corporation.
The Merger Agreement provides that the Certificate of Incorporation of the
Company, as in effect immediately prior to the Effective Time, will be amended
as set forth in the Merger Agreement, and the Certificate of Incorporation as
so amended at the Effective Time, will be the Certificate of Incorporation of
the Surviving Corporation. The Merger Agreement also provides that the By-laws
of Purchaser, as in effect immediately prior to the Effective Time, will be
the By-laws of the Surviving Corporation.
Directors and Officers of the Surviving Corporation. The Merger Agreement
provides that the directors of Purchaser and the officers of the Company
immediately prior to the Effective Time will, from and after the Effective
Time, be the directors and officers, respectively, of the Surviving
Corporation until their successors have been duly elected or appointed or
qualified or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and By-laws.
Treatment of Options. The Merger Agreement also provides that each holder of
an outstanding option to purchase Shares (an "Option") granted under any
employee stock option plan of the Company, whether or not exercisable, shall
be entitled to receive no later than the Effective Time, an amount in cash in
cancellation of such Option equal to the excess, if any, of the Merger
Consideration over the exercise price per Share of such Option multiplied by
the number of Shares subject to such Option (net of applicable withholding
taxes), and that as of the Effective Time, all Company stock option plans
shall terminate and all rights under any provision of any other plan, program
or arrangement providing for the issuance or grant of any other interest in
respect of the Company's or any of its subsidiaries' capital stock shall be
canceled.
Stockholders' Meeting. The Merger Agreement provides that the Company will,
if required by applicable law in order to consummate the Merger, (i) duly
call, give notice of, convene and hold a meeting of the Stockholders (the
"Special Meeting") as soon as practicable following the acceptance for payment
and purchase of Shares by Purchaser pursuant to the Offer for the purpose of
considering and taking action upon the Merger Agreement, (ii) prepare and file
with the SEC a preliminary proxy or information statement relating to the
Merger and the Merger Agreement and use its reasonable efforts (x) to obtain
and furnish the information required to be included by the federal securities
laws (and the rules and regulations thereunder) in the Proxy Statement (as
hereinafter defined) and, after consultation with Parent, to respond promptly
to any comments made by the SEC with respect to the preliminary proxy or
information statement and cause a definitive proxy or information statement
(the "Proxy Statement") to be mailed to its Stockholders and (y) to obtain the
necessary approvals of the Merger and the Merger Agreement by its
Stockholders; and (iii) include in the Proxy Statement the recommendation of
the Company Board that Stockholders vote in favor of the approval of the
Merger and the adoption of the Merger Agreement, unless such recommendation
has been withdrawn, or as such recommendation has been modified, in accordance
with the Merger Agreement.
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Parent has agreed to provide the Company with the information concerning
Parent and Purchaser required to be included in the Proxy Statement and to
vote, or cause to be voted, all of the Shares then owned by it, Purchaser or
any of its other subsidiaries and affiliates in favor of the approval of the
Merger and the approval and adoption of the Merger Agreement.
Merger Without Meeting of Stockholders. In the event that Parent or
Purchaser acquires at least 90% of the outstanding Shares pursuant to the
Offer or otherwise, each of the parties to the Merger Agreement has agreed to
take all necessary and appropriate action to cause the Merger to become
effective as soon as practicable after such acquisition, without a meeting of
Stockholders, in accordance with Section 253 of the DGCL.
Conduct of Business. Pursuant to the Merger Agreement, during the period
from the date of the Merger Agreement to the Effective Time, unless Parent
otherwise agrees in writing, the Company shall, and shall cause its
subsidiaries to, in all material respects, (i) conduct its business in the
usual, regular and ordinary course consistent with past practice and (ii) use
all reasonable efforts to maintain and preserve intact its business
organization and the good will of those having business relationships with it
and retain the services of its present officers and key employees.
The Company has further agreed that during this period, except as expressly
provided in the Merger Agreement, it will not, nor will it permit any of its
subsidiaries to, without the prior written consent of Parent:
(i) issue, sell, grant, dispose of, pledge or otherwise encumber, or
authorize or propose the issuance, sale, disposition or pledge or other
encumbrance of (A) any additional shares of its capital stock or any
securities or rights convertible into, exchangeable for, or evidencing the
right to subscribe for any shares of its capital stock, or any rights,
warrants, option, calls, commitments or any other agreements of any
character to purchase or acquire any shares of its capital stock or any
securities or rights convertible into, exchangeable for, or evidencing the
right to subscribe for, any shares of its capital stock or (B) any other
securities in respect of, in lieu of, or in substitution for, any shares of
its capital stock outstanding on the date of the Merger Agreement other
than pursuant to (x) the exercise of stock options or warrants outstanding
as of the date of the Merger Agreement and (y) acquisitions and investments
permitted by paragraph (iv) below; (ii) redeem, purchase or otherwise
acquire, or propose to redeem, purchase or otherwise acquire, any of its
outstanding shares of capital stock; or (iii) split, combine, subdivide or
reclassify any shares of its capital stock or declare, set aside for
payment or pay any dividend, or make any other actual, constructive or
deemed distribution in respect of any shares of its capital stock or
otherwise make any payments to its Stockholders in their capacity as such;
(ii) other than in the ordinary course of business consistent with past
practice, incur any indebtedness for borrowed money or guarantee any such
indebtedness or make any loans, advances or capital contributions to, or
investments in, any other person other than the Company or its
subsidiaries;
(iii) sell, transfer, mortgage, encumber or otherwise dispose of any of
its properties or assets with a minimum value in excess of $10 million to
any individual, corporation or other entity other than a direct or indirect
wholly owned subsidiary, or cancel, release or assign any indebtedness in
excess of $1 million to any such person or any claims held by any such
person, in each case that is material to the Company and its subsidiaries,
taken as a whole, except (i) in the ordinary course of business consistent
with past practice, (ii) pursuant to contracts or agreements in force at
the date of the Merger Agreement or (iii) pursuant to plans disclosed in
writing prior to the execution of the Merger Agreement to Parent;
(iv) except for transactions in the ordinary course of business
consistent with past practice, make any material acquisition or investment
either by purchase of stock or securities, merger or consolidation,
contributions to capital, property transfers, or purchases of any property
or assets of any other individual, corporation or other entity other than a
wholly owned subsidiary thereof;
(v) increase in any manner the compensation of any of its directors,
officers or employees or enter into, establish, amend, or terminate any
employment, consulting, retention, change in control, collective
bargaining, bonus or other incentive compensation, profit sharing, health
or other welfare, stock option or
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other equity, pension, retirement, vacation, severance, deferred
compensation or other compensation or benefit plan or arrangement with or
for any stockholder, officer, director, employee, agent, consultant or
affiliate other than (a) as required pursuant to existing agreements and
(ii) increases in salaries and benefits of employees who are not directors
or officers of the Company made in the ordinary course of business
consistent with past practices;
(vi) amend its Certificate of Incorporation, By-laws or similar governing
documents; or
(vii) make any commitment to or take any of these aforementioned actions.
Access to Information. Pursuant to the Merger Agreement, upon reasonable
notice and subject to applicable laws, the Company has agreed to, and to cause
each of its subsidiaries to, afford to the officers, employees, accountants,
counsel and other representatives of Parent, during normal business hours
during the period prior to the Effective Time, reasonable access to all its
properties, books, contracts, commitments and records, and to its officers,
employees, accountants, counsel and other representatives and, during such
period, to make available to Parent (i) a copy of each report, schedule,
registration statement and other document filed or received by it during such
period pursuant to the requirements of federal securities laws (other than
reports or documents which Parent or the Company is not permitted to disclose
under applicable law) and (ii) all other information concerning its business,
properties and personnel as Parent may reasonably request.
Further Assurances. Parent and the Company have agreed to, and to cause
their subsidiaries to, use all reasonable efforts (i) to take, or cause to be
taken, all actions necessary, proper or advisable to comply promptly with all
legal requirements which may be imposed on such party or its subsidiaries with
respect to the Merger and, subject to certain conditions set forth in the
Merger Agreement, to consummate the transactions contemplated by the Merger
Agreement as promptly as practicable and (ii) to obtain (and to cooperate with
the other party to obtain) any consent, authorization, order or approval of,
or any exemption by, any Governmental Entity and any other third party which
is required to be obtained by the Company or Parent or any of their respective
subsidiaries in connection with the Merger and the other transactions
contemplated by the Merger Agreement, and to comply with the terms and
conditions of any such consent, authorization, order or approval.
The Company and Parent have further agreed to use all reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective, as
soon as practicable after the date of the Merger Agreement, the transactions
contemplated therein, including, without limitation, using all reasonable
efforts to lift or rescind any injunction or restraining order or other order
adversely affecting the ability of the parties to consummate the transactions
contemplated hereby and using all reasonable efforts to defend any litigation
seeking to enjoin, prevent or delay the consummation of the transactions
contemplated thereby or seeking material damages.
Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties thereto including
representations by the Company, Parent and Purchaser as to the enforceability
of the Merger Agreement. The Company also has provided representations and
warranties as to absence of certain changes or events concerning its business,
compliance with law, absence of litigation, corporate status, capitalization,
and the accuracy of financial statements and filings with the SEC.
Indemnification of Officers and Directors. The Merger Agreement provides
that from and after the Effective Time, Parent and Purchaser shall, and shall
cause the Surviving Corporation to, indemnify, defend and hold harmless each
person who is now, or has been at any time prior to the date of the Merger
Agreement or who becomes such prior to the Effective Time, an officer,
director, agent, fiduciary or employee of the Company or any of its
subsidiaries (the "Indemnified Parties") against (i) all losses, claims,
damages, costs, expenses, fines, liabilities or judgments or amounts that are
paid in settlement with the approval of the indemnifying party (which approval
will not be unreasonably withheld) of or in connection with any claim, action,
suit, proceeding or investigation based in whole or in part on or arising in
whole or in part out of the fact that such person is or was a director,
officer, agent, fiduciary or employee of the Company or any of its
subsidiaries, whether pertaining to any matter existing or occurring at or
prior to the Effective Time and whether asserted or claimed prior to, or
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at or after, the Effective Time ("Indemnified Liabilities") and (ii) all
Indemnified Liabilities based in whole or in part on, arising in whole or in
part out of, or pertaining to the Merger Agreement or the transactions
contemplated thereby. In the case of Purchaser and the Surviving Corporation,
such indemnification will only be to the fullest extent a corporation is
permitted under the DGCL to indemnify its own directors, officers, agents,
fiduciaries and employees; and in the case of Parent, such indemnification
will not be limited by the DGCL but will not be applicable to any claims made
against the Indemnified Parties (A) if a judgment or other final adjudication
establishes that their acts or omissions were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the cause
of action so deliberated or (B) arising out of, based upon or attributable to
the gaining in fact of any financial profit or other advantage to which they
were not legally entitled. Parent, Purchaser and the Surviving Corporation, as
the case may be, will pay all expenses of each Indemnified Party in advance of
the final disposition of any such action or proceeding, which in the case of
Purchaser and the Surviving Corporation will be only to the fullest extent
permitted by law upon receipt of any undertaking contemplated by Section
145(e) of the DGCL.
Treatment of Employee Benefits. Parent has agreed to honor, in accordance
with their terms, all employee benefit plans and other employment, consulting,
benefit, compensation or severance agreements, arrangements and policies of
the Company.
Conditions to Each Party's Obligation to Effect the Merger. Under the Merger
Agreement, the respective obligations of each party to effect the Merger are
subject to the satisfaction at or prior to the Closing Date of the following
conditions: (i) the Merger Agreement and the transactions contemplated thereby
shall have been approved and adopted by the requisite vote of the Stockholders
to the extent required by applicable law and the Certificate of Incorporation
of the Company; (ii) no statute, rule, order, decree or regulation shall have
been enacted by any Governmental Entity or authority of competent jurisdiction
which prohibits the consummation of the Merger and all governmental consents,
orders and approvals required for consummation of the Merger and the other
transactions contemplated by the Merger Agreement shall have been obtained and
shall be in effect at the Effective Time; (iii) no order or injunction of any
Governmental Entity shall be in effect which precludes, restrains, enjoins or
prohibits the consummation of the Merger provided the parties used reasonable
best efforts to prevent such order of injunction; and (iv) Parent, Purchaser
or one of their affiliates shall have purchased all Shares validly tendered
and not withdrawn pursuant to the Offer, provided, that this condition shall
be deemed satisfied if Purchaser shall have failed to purchase Shares pursuant
to the Offer in breach of its obligations under the Merger Agreement. In
addition, the obligations of Parent and Purchaser to effect the Merger are
subject to the further condition (which Parent may waive) that the Company
shall have performed in all material respects all of its material obligations
under the Merger Agreement required to be performed prior to the earlier of
(a) such time as Parent's designees constitute a majority of the Company
Board, and (b) the Closing Date; provided that the Company's failure of
performance was not caused by Parent or was not actually known to Parent at or
prior to the time Purchaser accepted for payment any Shares pursuant to the
Offer.
No Solicitation. Pursuant to the Merger Agreement, the Company has agreed to
immediately cease any discussions or negotiations with any parties that may be
ongoing with respect to a Takeover Proposal (as hereinafter defined) and, from
the date of the Merger Agreement until the Expiration Date, to not, and to not
permit any of its subsidiaries, or any of its officers, directors or employees
or any affiliate, investment banker, financial advisor, attorney, accountant
or other representative retained by it or any of its subsidiaries to, directly
or indirectly, (i) solicit, initiate or knowingly encourage (including by way
of furnishing information which has not been previously publicly
disseminated), or take any other action designed to facilitate any inquiries
or the making of any proposal which constitutes, or may reasonably be expected
to lead to, any Takeover Proposal or (ii) participate in any discussions or
negotiations regarding any Takeover Proposal; provided that if, prior to the
Expiration Date and following the receipt of a Superior Proposal (as
hereinafter defined) or a proposal which is reasonably expected to lead to a
Superior Proposal that was unsolicited and made in circumstances not otherwise
involving a breach of the Merger Agreement, the Company Board determines in
good faith, after considering applicable provisions of state law and after
consultation with outside counsel, that a failure to do so could reasonably be
expected to constitute a breach by it of its fiduciary duties to its
Stockholders under applicable law, the Company may, in response to such
Takeover Proposal and subject to compliance with the Merger
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Agreement, (x) furnish information with respect to the Company to the party
making such Takeover Proposal pursuant to a customary confidentiality
agreement, provided that (i) such confidentiality agreement must include a
provision prohibiting solicitation of key employees of the Company or its
subsidiaries, such provision lasting at least one year, and may not include
any provision calling for an exclusive right to negotiate with the Company and
(ii) the Company advises Parent of all such nonpublic information delivered to
such person concurrently with its delivery to the requesting party, and (y)
participate in negotiations with such party regarding such Takeover Proposal.
Except as expressly permitted in the Merger Agreement, the Company has
agreed that neither the Company Board nor any committee thereof shall (i)
withdraw or modify, or propose publicly to withdraw or modify, in a manner
adverse to Parent, the approval, determination of advisability, or
recommendation by such Board of Directors or such committee of the
Transactions, (ii) approve, determine to be advisable, or recommend, or
propose publicly to approve, determine to be advisable, or recommend, any
Takeover Proposal or (iii) cause the Company to enter into any letter of
intent, agreement in principle, acquisition agreement or other similar
agreement (each, an "Acquisition Agreement") related to any Takeover Proposal.
Notwithstanding the foregoing, in the event that prior to the Expiration Date
the Company Board determines in good faith, in response to a Superior Proposal
that was unsolicited and made in circumstances not otherwise involving a
breach of the Merger Agreement, and after consideration of applicable
provisions of state law and after consultation with outside counsel, that the
failure to do so could reasonably be expected to constitute a breach of its
fiduciary duties to the Company's Stockholders under applicable law, the
Company Board may (subject to this and the following sentences and to
compliance with the provisions of the immediately preceding paragraph) (x)
withdraw or modify its approval, determination, or recommendation of the
Transactions or (y) approve, determine to be advisable, or recommend a
Superior Proposal, provided that any actions described in clause (y) may be
taken only at a time that is after the second business day following Parent's
receipt of written notice from the Company advising Parent that the Company
Board has received a Superior Proposal, specifying the material terms and
conditions of such Superior Proposal, identifying the person making such
Superior Proposal and providing notice of the determination of the Company
Board of what action referred to in clause (y) the Company Board has
determined to take.
The Company has further agreed to promptly advise Parent orally and in
writing of any request for information or of any Takeover Proposal, the
material terms and conditions of such request or the Takeover Proposal and the
identity of the person making such request or Takeover Proposal and to keep
Parent reasonably informed of the status and details of any such request or
Takeover Proposal.
For purposes of the Merger Agreement, (i) a "Takeover Proposal" means any
inquiry, proposal or offer from any person (other than Parent and its
subsidiaries, affiliates, and representatives) relating to any direct or
indirect acquisition or purchase of 15% or more of the assets of the Company
and its subsidiaries or 15% or more of any class of equity securities of the
Company or any of its Significant Subsidiaries, any tender offer or exchange
offer that if consummated would result in any person beneficially owning 15%
or more of any class of equity securities of the Company or any of its
Significant Subsidiaries, or any merger, consolidation, share exchange,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company or any of its Significant Subsidiaries,
other than the transactions contemplated by the Merger Agreement, and (ii) a
"Superior Proposal" means a bona fide written offer from any person (other
than Parent and its subsidiaries, affiliates and representatives) for a direct
or indirect acquisition or purchase of 50% or more of the assets of the
Company or any of its Significant Subsidiaries or 50% or more of any class of
equity securities of the Company or any of its Significant Subsidiaries, any
tender offer or exchange offer that if consummated would result in any person
beneficially owning 50% or more of any class of equity securities of the
Company or any of its Significant Subsidiaries, or any merger, consolidation,
share exchange, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or any of its
Significant Subsidiaries, other than the transactions contemplated by the
Merger Agreement, (A) which provides for consideration on a per share basis to
the Stockholders with a value exceeding the Offer and, considering all
relevant factors, is more favorable to the Company and its Stockholders than
the Offer and the Merger, and (B) for which the third party has demonstrated
that financing is reasonably likely to be obtained, in each case as
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determined by the Company Board in its good faith judgment (based on the
advice of independent financial advisors). Any Superior Proposal is a Takeover
Proposal.
Termination; Termination Fee and Expenses. The Merger Agreement may be
terminated and the Merger and the other transactions contemplated thereby may
be abandoned at any time prior to the Effective Time, whether before or after
stockholder approval thereof (i) by the mutual consent of Parent and the
Company; (ii) by either the Company or Parent if: (A) a Governmental Entity
issues an order or takes other action that becomes final and non-appealable,
restraining or prohibiting the transactions contemplated by the Merger
Agreement provided that the party seeking to terminate has used all reasonable
efforts to challenge the order or action, (B) the Offer expires or is
withdrawn without any Shares being purchased, provided that such right shall
not be available to any party whose failure to fulfill any obligation under
the Merger Agreement has resulted in the failure of Purchaser to purchase
shares in the Offer, or (C) the Offer has not been consummated by May 13, 2000
(the "Outside Date"), provided that such right shall not be available to any
party whose failure to fulfill any obligation under the Merger Agreement has
resulted in the failure of the Offer to be consummated by such time, and
provided further that such date will be extended for each day in which any
party is subject to a nonfinal order or action restraining or prohibiting the
consummation of the Offer (but shall be no later than June 30, 2000); (iii) by
the Company if (A) Parent, Purchaser or any of their affiliates shall have
failed to commence the Offer on or prior to five business days following the
date of the initial public announcement of the Offer; provided, that the
Company may not terminate the Merger Agreement if it is in material breach
thereof; (B) it concurrently enters into a definitive agreement providing for
a Superior Proposal entered into in accordance with the Merger Agreement,
provided that prior thereto or simultaneously therewith the Company has paid
the Termination Fee (as defined below) to Parent; or (C) if the
representations and warranties of Ultimate Parent, Parent and Purchaser are
not true and correct as of the date of the Merger Agreement and as of the
Expiration Date as if made on such date, except where the failure of such
representations and warranties to be true and correct does not, individually
or in the aggregate, have a Material Adverse Effect (as defined below) on
Parent, or Ultimate Parent, Parent or Purchaser has failed in any material
respect to perform its obligations under the Merger Agreement; or (iv) by
Parent if (A) due to an occurrence that if occurring after the commencement of
the Offer would result in a failure to satisfy any of the conditions set forth
in Section 14 of this Offer to Purchase, Parent, Purchaser, or any of their
affiliates shall have failed to commence the Offer on or prior to five
business days following the date of the initial public announcement of the
Offer; provided, that Parent may not terminate the Merger Agreement if Parent
is in material breach of the Merger Agreement; (B) the Company Board shall
have withdrawn or modified, or proposed publicly to withdraw or modify, in a
manner adverse to Parent its approval or recommendation of the Offer, the
Merger Agreement or the Merger, or failed to reconfirm its recommendation
within four business days after a written request to do so, or approved or
recommended, or proposed publicly to approve or recommend, any Takeover
Proposal, or shall have resolved to do any of the foregoing, or (C) if the
representations and warranties of the Company are not true and correct as of
the date of the Merger Agreement and as of the Expiration Date as if made on
such date, except where the failure of such representations and warranties to
be true and correct does not, individually or in the aggregate, have a
Material Adverse Effect on the Company, or the Company has failed in any
material respect to perform its obligations under the Merger Agreement. A
"Material Adverse Effect" means, with respect to a party to the Merger
Agreement, a material adverse effect on the business, operations or financial
condition of such party and its subsidiaries taken as a whole or a material
adverse effect on such party's ability to consummate the Transactions,
provided that it does not include any change or effect attributable to (i)
general national, international or regional economic or financial conditions,
(ii) other developments which are not unique to the Company and its
subsidiaries, but also effect other persons who engage in its lines of
business, (iii) the announcement or pendency of the Merger Agreement or the
Transactions, or (iv) any change in the price of the Shares.
If the Merger Agreement (i) is terminated by Parent because the Company
Board changed its recommendation in a manner adverse to Parent, (ii) is
terminated by the Company if the Company concurrently enters into a definitive
agreement providing for a Superior Proposal, or (iii) if a Takeover Proposal
has been made known to the Company or made directly to its Stockholders or any
person has publicly announced an intention to make a Takeover Proposal and
thereafter the Merger Agreement is terminated by the Company
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because (a) the Offer has not been consummated by the Outside Date or (b) the
Offer has expired or been withdrawn without any Shares being purchased
therein, provided that the Offer has remained open for twenty business days
and the Minimum Condition has not been satisfied, and in either such event
described in clauses (a) and (b) above such Takeover Proposal is consummated
within one year of such termination, then the Company shall pay to Parent a
termination fee equal to $15 million in cash. Each party to the Merger
Agreement shall otherwise be solely responsible for all fees and expenses
incurred by such party.
Ultimate Parent Obligations. Wesco Financial Corporation has agreed to be
responsible, to the same extent as Parent, for (i) the payment for Shares
tendered and not withdrawn in the Offer and (ii) the obligations to indemnify
the Company's directors, officers, employees and agents set forth in the
Merger Agreement, and to guarantee the performance by Parent of all of its
other obligations under the Merger Agreement.
Amendment. Subject to applicable law, at any time prior to the Closing Date,
the Merger Agreement may be modified or amended by written agreement of the
parties thereto, provided that no modification or amendment shall be made
after consummation of the Offer which adversely affects the Stockholders, or
otherwise requires the approval of the Stockholders, unless approved by the
Independent Directors.
The Stockholder Agreement and the Voting Agreement
The following is a summary of the Stockholder Agreement and the Voting
Agreement, copies of which have been filed as Exhibits to the Tender Offer
Statement on Schedule 14D-1 filed by Purchaser, Parent and Ultimate Parent
with the SEC in connection with the Offer (the "Schedule 14D-1"). Such summary
is qualified in its entirety by reference to the Stockholder Agreement and the
Voting Agreement. Capitalized terms not otherwise defined in the following
description of the Stockholder Agreement and the Voting Agreement have the
respective meanings ascribed to them in such agreements.
Concurrently with the execution of the Merger Agreement, Parent and
Purchaser entered into the Stockholder Agreement with CVC. CVC is the owner of
5,778,518 Shares (such Shares, together with any other Shares acquired by CVC,
the "CVC Shares"), or approximately 44% of the outstanding Shares, which
Shares are subject to a voting trust pursuant to an Amended and Restated
Voting Trust Agreement, dated as of November 15, 1999, among CVC, Robert N.
Pokelwaldt, as trustee (the "Trustee") and certain former trustees of such
trust (the "Trust Agreement"). Pursuant to the Stockholder Agreement, CVC has
agreed to tender in the Offer, prior to the initial expiration date of the
Offer, all Shares owned beneficially and of record by it. CVC has also agreed,
to the extent it becomes entitled to vote the CVC Shares, at any meeting of
the Stockholders however called, to vote the CVC Shares in favor of the Merger
and the Merger Agreement, against any Takeover Proposal (as hereinafter
defined) and against any proposal for action or agreement that would result in
a breach of any covenant or agreement of the Company under the Merger
Agreement or which is reasonably likely to result in any of the Company's
obligations under the Merger Agreement not being fulfilled, any change in the
directors of the Company (except as contemplated by the Merger Agreement), any
change in the Company's capitalization, corporate structure or business or any
other action which could reasonably be expected to interfere with, delay or
materially adversely affect the likelihood that the transactions contemplated
by the Merger Agreement will be consummated. Subject to the prior rights
granted under the Trust Agreement, CVC has also granted to Parent and
Purchaser, or any of their nominees, an irrevocable proxy to demand that the
Company call a special meeting to consider the Merger and the Merger Agreement
and to vote the CVC Shares at any meeting of the Stockholders, however called.
In addition, CVC has covenanted and agreed not to transfer or consent to the
transfer of any of the CVC Shares, enter into any contract, option or other
arrangement with respect to the transfer of the CVC Shares, grant any proxies
with respect to the CVC Shares, deposit the CVC Shares into a voting trust or
enter into any voting agreement with respect to the CVC Shares, take any other
action that would make any representation or warranty of CVC contained in the
Stockholder Agreement untrue or have the effect of preventing CVC from
fulfilling its obligations under the Stockholder Agreement or revoke the Trust
Agreement or change the trustee thereunder.
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CVC has also agreed that it will not, directly or indirectly, solicit,
initiate, knowingly encourage or take any other action designed to facilitate
any inquiries or the making of any proposal relating to the acquisition of any
Shares or any transaction that constitutes a Takeover Proposal. CVC has agreed
not to, and to not permit its officers, directors or representatives to,
participate in any discussions (except with Ultimate Parent, Parent and
Purchaser) regarding, or furnish to any person (other than Ultimate Parent,
Parent or Purchaser) any information with respect to, or otherwise cooperate
with, or assist or encourage, any attempt by any person (other than Ultimate
Parent, Parent or Purchaser) to make, any transaction that may constitute a
Takeover Proposal. CVC has also agreed to immediately cease all existing
discussions or negotiations of CVC and its officers, directors or
representatives with any person (other than Ultimate Parent, Parent or
Purchaser) with respect to the foregoing. Notwithstanding any provisions of
this paragraph to the contrary, any officer, director, partner, or
representative of CVC who is a member of the Company Board may, in his or her
capacity as such, take such actions, if any, as are permitted by the Merger
Agreement.
CVC has also granted to Parent and Purchaser an irrevocable option (the
"Company Securities Option") to purchase the CVC Shares at a price per Share
equal to the Offer Price or any higher price paid or to be paid by Parent or
Purchaser pursuant to the Offer or the Merger. The Company Securities Option
becomes exercisable, in whole but not in part, for all Shares subject thereto
not accepted for payment in the Offer, at the close of business on the
Expiration Date, if, but only if, Purchaser has accepted for payment all
Shares tendered and not withdrawn in the Offer (which may be less than the
number of Shares needed to satisfy the Minimum Condition), and remains
exercisable for 90 days from such date. If Purchaser purchases Shares tendered
in the Offer, it must exercise the Company Securities Option (unless the
Shares subject thereto have been purchased pursuant to the Offer).
Concurrently with the execution of the Merger Agreement, Parent and
Purchaser also entered into the Voting Agreement with the Trustee. Pursuant
thereto, the Trustee has agreed, at any meeting of the Stockholders however
called, to vote the CVC Shares in favor of the Merger and the Merger
Agreement, against any Takeover Proposal (as hereinafter defined) and against
any proposal for action or agreement that would result in a breach of any
covenant or agreement of the Company under the Merger Agreement or which is
reasonably likely to result in any of the Company's obligations under the
Merger Agreement not being fulfilled, any change in the directors of the
Company (except as contemplated by the Merger Agreement), any change in the
Company's capitalization, corporate structure or business or any other action
which could reasonably be expected to interfere with, delay or materially
adversely affect the transactions contemplated by the Merger Agreement, the
Stockholder Agreement or the Voting Agreement or the likelihood of such
transactions being consummated. The Trustee has also granted to Parent and
Purchaser, or any of their nominees, an irrevocable proxy to demand that the
Company call a special meeting to consider the Merger and the Merger Agreement
and to vote the CVC Shares at any meeting of the Stockholders, however called.
12. Purpose of the Offer and the Merger; Plans for the Company After the
Offer and the Merger; Stockholder Approval and Appraisal Rights.
Purpose of the Offer and the Merger. The purpose of the Offer and the Merger
is for Parent to acquire control of, and the entire equity interest in, the
Company. The Offer is intended to increase the likelihood that the Merger will
be completed promptly. The acquisition of the entire equity interest in the
Company has been structured as a cash tender offer followed by a cash merger
in order to provide a prompt and orderly transfer of ownership of the Company
from the Stockholders to Parent and to provide the Stockholders with cash in a
per Share amount equal to the Offer Price for all of their Shares.
Plans for the Company. Following the Merger, the Company will be operated as
a wholly owned subsidiary of Parent. Except as otherwise provided in this
Offer to Purchase, Purchaser and Parent have no present plans or proposals
that would result in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation or sale or transfer of a material amount of assets
involving the Company or its subsidiaries, or any other material changes in
the Company's capitalization, dividend policy, corporate structure, business
or the composition of the Company Board or the Company's management.
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Stockholder Approval and Appraisal Rights. Under the DGCL, the approval of
the Company Board and, except as described below, the affirmative vote of the
holders of a majority of the outstanding Shares is required to approve and
adopt the Merger Agreement and the transactions contemplated thereby,
including the Merger. The Company Board has unanimously approved and adopted
the Merger Agreement and the transactions contemplated thereby and, unless the
Merger is consummated pursuant to the short-form merger provisions under the
DGCL described below, the only remaining required corporate action of the
Company is the approval and adoption of the Merger Agreement and the
transactions contemplated thereby by the affirmative vote of the holders of a
majority of the Shares. Accordingly, if the Minimum Condition is satisfied,
Purchaser will have sufficient voting power to cause the approval and adoption
of the Merger Agreement and the transactions contemplated thereby without the
affirmative vote of any other stockholder.
In the Merger Agreement, the Company has agreed to take all action necessary
to convene a meeting of its Stockholders as soon as practicable after the
expiration of the Offer for the purpose of considering and taking action on
the Merger Agreement and the transactions contemplated thereby, if such action
is required.
Under the DGCL, if Purchaser acquires, pursuant to the Offer or otherwise,
such number of Shares which, when added to the Shares owned of record by
Purchaser on such date, constitutes at least 90% of the then outstanding
Shares, Purchaser will be able to approve and adopt the Merger Agreement and
the transactions contemplated thereby, and effect the Merger pursuant to the
short-form merger provisions of the DGCL, without a vote of the Stockholders.
Parent, Purchaser and the Company have agreed to take all necessary and
appropriate action to cause the Merger to be effective as soon as practicable
after such acquisition. If Purchaser does not acquire such number of Shares
which, when added to the Shares owned of record by Purchaser on such date,
constitutes at least 90% of the then outstanding Shares pursuant to the Offer
or otherwise and a vote of the Stockholders is required under the DGCL, a
significantly longer period of time will be required to effect the Merger.
Appraisal Rights. No appraisal rights are available in connection with the
Offer. However, if the Merger is consummated, Stockholders will have certain
rights under Section 262 of the DGCL to dissent and demand appraisal of, and
to receive payment in cash of the fair value of, their Shares. Such rights to
dissent, if the statutory procedures are complied with, could lead to a
judicial determination of the fair value (excluding any value arising from the
Merger) required to be paid in cash to dissenting Stockholders for their
Shares. Any judicial determination of the fair value of Shares could be based
upon considerations other than or in addition to the Merger Consideration and
the market value of the Shares, including asset values and the investment
value of the Shares. The value as so determined could be more or less than the
Merger Consideration.
If a stockholder who demands appraisal under Section 262 of the DGCL fails
to perfect, or effectively withdraws or loses, his or her right to appraisal
as provided in the DGCL, the Shares of that stockholder will be converted into
the right to receive the Merger Consideration in accordance with the Merger
Agreement. A stockholder may withdraw his demand for appraisal by delivering
to Purchaser a written withdrawal of such demand for appraisal and acceptance
of the Merger.
Failure to precisely follow the steps required by Section 262 of the DGCL
for the perfection of appraisal rights may result in the loss of those rights.
Going Private Transactions. Rule 13e-3 under the Exchange Act is applicable
to certain "going-private" transactions. Parent does not believe that Rule
13e-3 will be applicable to the Merger. If applicable, Rule 13e-3 would
require, among other things, that certain financial information concerning the
Company and certain information relating to the fairness of the Merger and the
consideration offered to Stockholders therein, be filed with the SEC and
disclosed to Stockholders prior to consummation of the Merger.
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13. Dividends and Distributions.
The Merger Agreement provides that the Company will not, between the date of
the Merger Agreement and the Effective Time, without the prior written consent
of Parent, declare or pay any dividends on or make any other distributions in
respect of any capital stock or split, combine, subdivide or reclassify any
capital stock or issue or authorize the issuance of any other securities in
respect of, in lieu of or in substitution for any capital stock.
14. Conditions of the Offer. Notwithstanding any other provision of the
Offer (subject to the provisions of the Merger Agreement), Purchaser shall not
be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, pay for, and may delay the acceptance for payment of
or, subject to such restrictions, the payment for, any tendered Shares, and
may terminate the Offer and not accept for payment any tendered shares if (i)
there shall not have been validly tendered and not withdrawn prior to the
expiration of the Offer such number of Shares which would constitute at least
a majority of the Shares outstanding on a fully-diluted basis on the date of
purchase (on a "fully-diluted basis" meaning the number of Shares outstanding,
together with the Shares which the Company may be required to issue pursuant
to options or obligations outstanding at that date, whether or not vested or
then exercisable), when aggregated with any Shares owned by Parent, Purchaser
or an affiliate of Parent or Purchaser (the "Minimum Condition"), (ii) any
applicable waiting period under the HSR Act (as hereinafter defined) has not
expired or terminated prior to the expiration of the Offer, or (iii) at any
time on or after the date of the Merger Agreement, and before the time of
acceptance of Shares for payment pursuant to the Offer, any of the following
events shall occur and be continuing:
. there shall be any statute, rule, regulation, judgment, order or
injunction promulgated, entered, enforced, enacted, issued or applicable
to the Offer or the Merger by any domestic or foreign federal or state
governmental regulatory or administrative agency or authority or court
or legislative body or commission which (1) prohibits, or imposes any
material limitations on, Parent's or Purchaser's ownership or operation
of all or a material portion of the Company's and its subsidiaries'
businesses and assets, taken as a whole, (2) prohibits, or makes illegal
the acceptance for payment, payment for or purchase of Shares or the
consummation of the Offer or the Merger, (3) renders Purchaser unable to
accept for payment, pay for or purchase some or all of the Shares, or
(4) imposes material limitations on the ability of Purchaser or Parent
effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote the Shares purchased by
it on all matters properly presented to the Stockholders, provided that
Parent shall have used all reasonable efforts to cause any such
judgment, order or injunction to be vacated or lifted;
. there shall be any action or proceeding pending by any domestic or
foreign federal or state governmental regulatory or administrative
agency or authority which (1) seeks to prohibit, or impose any material
limitation on, Parent's or Purchaser's ownership or operation of all or
a material portion of the Company's and its subsidiaries' businesses and
assets, taken as a whole, (2) seeks to prohibit or make illegal the
acceptance for payment, payment for or purchase of Shares or the
consummation of the Offer or the Merger, (3) is reasonably likely to
result in a material delay in or seeks to restrict the ability of
Purchaser, or render Purchaser unable to accept for payment, pay for or
purchase some or all of the Shares, or (4) seeks to impose material
limitations on the ability of Purchaser or Parent effectively to
exercise full rights of ownership of the Shares, including, without
limitation, the right to vote the Shares purchased by it on all matters
properly presented to the Stockholders; provided that Parent shall have
used all reasonable efforts to cause any such action or proceeding to be
dismissed;
. the representations and warranties of the Company set forth in the
Merger Agreement shall not be true and correct in any respect,
disregarding for this purpose any standard of materiality contained in
any such representation or warranty, as of the date of consummation of
the Offer as though made on or as of such date or the Company shall have
breached or failed in any material respect to perform or comply with any
material obligation, agreement or covenant required by the Merger
Agreement to be performed or complied with by it (including without
limitation if the Company shall have entered into any definitive
agreement or any agreement in principle with any person with respect to
a Takeover
29
<PAGE>
Proposal or similar business combination with the Company in violation
of Section 5.2 of the Merger Agreement), except, in the case of the
failure of any representation or warranty, (i) for changes specifically
permitted by the Merger Agreement and (ii) (A) those representations and
warranties that address matters only as of a particular date which are
true and correct as of such date or (B) where the failure of such
representations and warranties to be true and correct, do not,
individually or in the aggregate, have a Material Adverse Effect on the
Company;
. (1) any general suspension of trading in securities on any national
securities exchange or in the over-the-counter market, (2) the
declaration of a banking moratorium or any suspension of payments in
respect of banks by a United States Governmental Entity (as defined in
the Merger Agreement, or (3) any mandatory limitation by a United States
Governmental Entity that materially and adversely affects the extension
of credit by banks or other financial institutions; or
. the Merger Agreement shall have been terminated in accordance with its
terms;
which in the reasonable judgment of Parent or Purchaser, in any such case, and
regardless of the circumstances giving rise to such condition, makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payments.
The foregoing conditions are for the sole benefit of Purchaser and Parent
and may be asserted by either of them or may be waived by Parent or Purchaser,
in whole or in part at any time and from time to time in the sole discretion
of Parent or Purchaser, provided that Parent and Purchaser agree that, if they
waive the Minimum Condition, they shall subsequently exercise the Company
Securities Option (as defined in the Stockholder Agreement), unless all of the
Shares subject thereto have been accepted for payment in the Offer.
15. Certain Legal Matters and Regulatory Approvals.
General. Except as described in this Section 15, based on information
provided by the Company, none of the Company, Purchaser or Parent is aware of
(i) any license or regulatory permit that appears to be material to the
business of the Company and its subsidiaries, taken as a whole, that might be
adversely affected by the acquisition of Shares by Parent or Purchaser
pursuant to the Offer, the Merger or otherwise, or (ii) except as set forth
herein, any approval or other action by any governmental, administrative or
regulatory agency or authority, domestic or foreign, that would be required
prior to the acquisition of Shares by Purchaser pursuant to the Offer, the
Merger or otherwise. Should any such approval or other action be required,
Purchaser and Parent presently contemplate that such approval or other action
will be sought, except as described below under "State Antitakeover Statutes."
While, except as otherwise described in this Offer to Purchase, Purchaser does
not presently intend to delay the acceptance for payment of, or payment for,
Shares tendered pursuant to the Offer pending the outcome of any such matter,
there can be no assurance that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
failure to obtain any such approval or other action might not result in
consequences adverse to the Company's business or that certain parts of the
Company's business might not have to be disposed of, or other substantial
conditions complied with, in the event that such approvals were not obtained
or such other actions were not taken or in order to obtain any such approval
or other action. If certain types of adverse action are taken with respect to
the matters discussed below, Purchaser could decline to accept for payment, or
pay for, any Shares tendered. See Section 14 for certain conditions to the
Offer, including conditions with respect to governmental actions.
State Antitakeover Statutes. Section 203 of the DGCL, in general, prohibits
a Delaware corporation, such as the Company, from engaging in a "Business
Combination" (defined to include a variety of transactions, including mergers)
with an "Interested Stockholder" (defined generally as a person that is the
beneficial owner of 15% or more of the outstanding voting stock of the subject
corporation) for a period of three years following the date that such person
became an Interested Stockholder unless, prior to the date such person became
an Interested Stockholder, the board of directors of the corporation approved
either the Business Combination or the transaction that resulted in the
stockholder becoming an Interested Stockholder. The provisions of Section 203
of the DGCL are not applicable to any of the transactions contemplated by the
Merger Agreement
30
<PAGE>
because the Merger Agreement and the transactions contemplated thereby were
approved by the Company Board prior to the execution thereof, and in any event
would not apply to such transaction because the Company has elected to not be
governed by Section 203 in its Certificate of Incorporation.
A number of states have adopted laws and regulations that purport to apply
to attempts to acquire corporations that are incorporated in such states, or
whose business operations have substantial economic effects in such states, or
which have substantial assets, security holders, employees, principal
executive offices or principal places of business in such states. In Edgar v.
MITE Corp., the Supreme Court of the United States (the "Supreme Court")
invalidated on constitutional grounds the Illinois Business Takeover statute,
which, as a matter of state securities law, made certain corporate
acquisitions more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp.
of America, the Supreme Court held that the State of Indiana may, as a matter
of corporate law and, in particular, with respect to those aspects of
corporate law concerning corporate governance, constitutionally disqualify a
potential acquirer from voting on the affairs of a target corporation without
the prior approval of the remaining stockholders. The state law before the
Supreme Court was by its terms applicable only to corporations that had a
substantial number of stockholders in the state and were incorporated there.
Parent and Purchaser do not believe that the antitakeover laws and
regulations of any state other than the State of Delaware will by their terms
apply to the Offer, and, except as set forth above with respect to Section 203
of the DGCL, neither Parent nor Purchaser has attempted to comply with any
state antitakeover statute or regulation. Purchaser reserves the right to
challenge the applicability or validity of any state law purportedly
applicable to the Offer and nothing in this Offer to Purchase or any action
taken in connection with the Offer is intended as a waiver of such right. If
it is asserted that any state antitakeover statute is applicable to the Offer
and an appropriate court does not determine that it is inapplicable or invalid
as applied to the Offer, Purchaser might be required to file certain
information with, or to receive approvals from, the relevant state
authorities, and Purchaser might be unable to accept for payment or pay for
Shares tendered pursuant to the Offer or may be delayed in consummating the
Offer. In such case, Purchaser may not be obligated to accept for payment, or
pay for, any Shares tendered pursuant to the Offer. See Section 14.
Antitrust Compliance. The Offer and the Merger are subject to the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
which provides that certain acquisition transactions may not be consummated
unless certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the Federal Trade
Commission (the "FTC") and certain waiting period requirements have been
satisfied.
Parent expects to file its Notification and Report Form with respect to the
Offer and the Merger with the Antitrust Division and the FTC on or about
January 26, 2000. The waiting period under the HSR Act with respect to the
Offer will expire at 11:59 p.m., New York City time, the fifteenth day after
the date Parent's form is filed, unless early termination of the waiting
period is granted. However, the DOJ or FTC may extend the waiting period by
requesting additional information or documentary material from Parent or the
Company. If such a request is made, such waiting period will expire at 11:59
p.m., New York City time, on the tenth calendar day after the date of
substantial compliance by Parent with such request. Thereafter, the waiting
period could be extended only by court order or with the consent of Parent. In
practice, complying with a request for additional information or material can
take a significant amount of time. In addition, if the DOJ or the FTC raises
substantive issues in connection with a proposed transaction, the parties
frequently engage in negotiations with the relevant governmental agency
concerning possible means of addressing those issues and may agree to delay
consummation of the transaction while such negotiations continue. Purchaser
will not accept for payment Shares tendered pursuant to the Offer unless and
until the waiting period requirements imposed by the HSR Act with respect to
the Offer have been satisfied. See Section 14.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of Shares
by Purchaser pursuant to the Offer and the Merger. At any time before or after
Purchaser's purchase of Shares, the Antitrust Division or the FTC could take
such action under the antitrust laws as it deems necessary or desirable in the
public interest, including seeking to enjoin the acquisition
31
<PAGE>
of Shares pursuant to the Offer or seeking divestiture of Shares acquired by
Purchaser or the divestiture of substantial assets of Parent, the Company or
any of their respective subsidiaries. Private parties, as well as state
governments, may also bring legal action under the antitrust laws under
certain circumstances. There can be no assurance that a challenge to the Offer
on antitrust grounds will not be made or, if a challenge is made, what the
result will be. See Section 14 of this Offer to Purchase for certain
conditions to the Offer that could become applicable in the event of such a
challenge.
16. Fees and Expenses.
Information Agent. Purchaser has also retained Georgeson Shareholder
Communications Inc. to act as the Information Agent in connection with the
Offer. The Information Agent may contact holders of Shares by mail, telephone,
telex, telegraph and personal interviews and may request brokers, dealers and
other nominee stockholders to forward materials relating to the Offer to
beneficial owners of Shares. The Information Agent will receive reasonable and
customary compensation for such services, plus reimbursement of out-of-pocket
expenses, and Purchaser will indemnify the Information Agent against certain
liabilities and expenses in connection with the Offer, including liabilities
under the federal securities laws.
Depositary. Purchaser will pay the Depositary reasonable and customary
compensation for its services in connection with the Offer, plus reimbursement
for out-of-pocket expenses, and will indemnify the Depositary against certain
liabilities and expenses in connection therewith, including liabilities under
the federal securities laws. Brokers, dealers, commercial banks and trust
companies will be reimbursed by Purchaser for customary mailing and handling
expenses incurred by them in forwarding material to their customers.
17. Miscellaneous.
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute. If Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, Purchaser will make a good faith effort to comply with any such state
statute. If, after such good faith effort, Purchaser cannot comply with any
such state statute, the Offer will not made to (nor will tenders be accepted
from or on behalf of) holders of Shares in such state.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER, PARENT OR THE COMPANY NOT CONTAINED IN
THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, Ultimate Parent, Parent and Purchaser have filed with the SEC
the Schedule 14D-1, together with exhibits, furnishing certain additional
information with respect to the Offer, and may file amendments thereto. Such
Statement, including exhibits and any amendments thereto, may be inspected at,
and copies may be obtained from, the same places and in the same manner as set
forth in Section 8 with respect to the Company (except that they will not be
available at the regional offices of the SEC).
C ACQUISITION CORP.
January 21, 2000
32
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF PURCHASER, PARENT, ULTIMATE PARENT
AND THE OTHER PURCHASER ENTITIES
The following description sets forth (i) the name and title of each
executive officer and director of each of Purchaser, Parent, Wesco Financial
Corporation, Blue Chip Stamps, OBH, Inc. and Berkshire Hathaway Inc., and (ii)
for all such individuals, their business address, present principal occupation
and material positions and occupations within the past five years. Unless
otherwise specified, each person listed below is a citizen of the United
States and has his or her principal business address at 1440 Kiewit Plaza,
Omaha, Nebraska 68131.
A. Directors and Executive Officers of Purchaser
The directors of Purchaser are Warren E. Buffett and Marc D. Hamburg, and
the executive officers of Purchaser are Warren E. Buffett, Chief Executive
Officer, Robert H. Bird, Vice President and Marc D. Hamburg, Secretary and
Treasurer.
B. Directors and Executive Officers of Parent
The directors of Parent are Warren E. Buffett, Marc D. Hamburg and Michael
A. Goldberg. The executive officers of Parent are Warren E. Buffett,
President, Michael A. Goldberg, Vice President and Marc D. Hamburg, Secretary
and Treasurer.
C. Directors and Executive Officers of Wesco
The directors of Wesco are Charles T. Munger, Robert H. Bird, Carolyn H.
Carlburg, James N. Gamble, Elizabeth Caspers Peters and David K. Robinson. The
executive officers of Wesco are Charles T. Munger, Chairman, Robert H. Bird,
President, Jeffrey L. Jacobson, Vice President and Chief Financial Officer and
Robert E. Sahm, Vice President.
D. Directors and Executive Officers of Blue Chip Stamps
The directors of Blue Chip Stamps are Charles T. Munger, Robert H. Bird and
Jeffrey L. Jacobson. The executive officers of Blue Chip Stamps are Charles T.
Munger, Chairman, Robert H. Bird, President and Jeffrey L. Jacobson, Vice
President and Chief Financial Officer.
E. Directors and Executive Officers of OBH, Inc.
The Directors of OBH, Inc. are Warren E. Buffett, Forrest N. Krutter and
Marc D. Hamburg. The executive officers of OBH, Inc. are Warren E. Buffett,
Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman and
Marc D. Hamburg, Vice President and Treasurer.
A-1
<PAGE>
F. Directors and Executive Officers of Berkshire Hathaway Inc.
The Directors of Berkshire Hathaway Inc. are Warren E. Buffett, Charles T.
Munger, Susan T. Buffett, Howard G. Buffett, Malcolm G. Chace, Ronald L.
Olson, and Walter Scott, Jr. The executive officers of Berkshire Hathaway Inc.
are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T.
Munger, Vice Chairman and Marc D. Hamburg, Vice President and Treasurer.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment,
Material Positions
Held During Past Five Years, and Business
Name Address
---- -------------------------------------------
<C> <S>
Warren E. Buffett................ Mr. Buffett has been Chairman and Chief
Executive Officer of Berkshire since 1970.
He is also a director of The Coca-Cola
Company, The Gillette Company and The
Washington Post Company.
Charles T. Munger................ Mr. Munger has been a director and Vice
Chairman of Berkshire's Board of Directors
since 1978. He is Chairman of the Board of
Directors and Chief Executive Officer of
Wesco, Chairman of the Board of Directors
of Daily Journal Corporation and a director
of Costco Wholesale Corporation. His
business address is 355 S. Grand Avenue,
34th Floor, Los Angeles, California 90071.
Robert H. Bird................... Mr. Bird has been President of Wesco since
1992. He has also served as President and a
director of MS Property Company, a wholly
owned Wesco subsidiary, since 1993, as
President of Blue Chip Stamps since 1987
and as a director of Blue Chip Stamps since
1978. His business address is 301 East
Colorado Blvd., Suite 300, Pasadena,
California 91101.
Howard G. Buffett................ Mr. Buffett is Chairman of the Board of
Directors of The GSI Group, a company
primarily engaged in the manufacture of
agricultural equipment. From 1992 until
June 5, 1995, Mr. Buffett had been Vice
President, Assistant to the Chairman and a
Director of Archer Daniels Midland Company,
a company engaged principally in the
business of processing and merchandising
agricultural commodities. He is also a
director of Coca-Cola Enterprises, Inc.,
Lindsay Manufacturing Co. and Mond
Industries Inc. His business address is
1004 East Illinois Street, Assumption,
Illinois 62510.
Susan T. Buffett................. Mrs. Buffett has been a director of
Berkshire since 1991. Mrs. Buffett has not
been employed in the past five years.
Carolyn H. Carlburg.............. Ms. Carlburg has been the Executive
Director of Community Housing Services,
Inc. since 1997. Prior thereto, she
practiced law under the name Carolyn H.
Carlburg & Associates. Her business address
is 1040 North Lincoln Avenue, Second Floor,
Pasadena, California 91103.
Malcolm G. Chace................. In 1996, Mr. Chace was named Chairman of
the Board of Directors of BankRI, a
community bank located in the state of
Rhode Island. Prior to 1996, Mr. Chace had
been a private investor. Mr. Chace's
business address is One Providence
Washington Plaza, Providence, Rhode Island
02903.
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or Employment,
Material Positions
Held During Past Five Years, and Business
Name Address
---- -------------------------------------------
<C> <S>
James N. Gamble.................. Mr. Gamble has been engaged in the
investment counseling business since 1956,
currently under the name Gamble, Jones,
Morphy & Bent, and has been a director of
MS Property Company since 1993. His
business address is 301 East Colorado
Blvd., Suite 802, Pasadena, California
91101.
Michael A. Goldberg.............. Mr. Goldberg has, for more than the past
five years, served as President of
Berkshire Hathaway Credit Corporation.
Marc D. Hamburg.................. Mr. Hamburg has been the Vice President and
Treasurer of Berkshire for more than the
past five years.
Jeffrey L. Jacobson.............. Mr. Jacobson has served as Vice President
and Chief Financial Officer of Wesco since
1984. He has also served MS Property as
Vice President and Chief Financial Officer
since 1993. He has also served as a
director of Blue Chip Stamps since 1987,
and currently serves as its Vice President
and Chief Financial Officer. His business
address is 301 East Colorado Blvd.,
Suite 300, Pasadena, California 91101.
Forrest N. Krutter............... Mr. Krutter has served as Secretary of
Berkshire for more than the past five
years.
Ronald L. Olson.................. Mr. Olson has, for more than the past five
years, been a partner in the law firm of
Munger, Tolles & Olson LLP. He is also a
director of Edison International, Western
Asset Trust, Inc. and Pacific American
Income Shares Inc. His business address is
355 S. Grand Avenue, 35th Floor, Los
Angeles, California 90071.
Elizabeth Caspers Peters......... Ms. Caspers Peters has been engaged in
personal investments for more than the past
five years. She has also been a director of
MS Property Company since 1993. Her
business address is 301 East Colorado
Blvd., Suite 300, Pasadena, California
91101.
David K. Robinson................ Mr. Robinson has been of counsel to Hahn &
Hahn, attorneys at law, since January 1999,
and prior thereto, a partner of that firm
for approximately 50 years and legal
counsel for Wesco for more than the past
five years. His business address is 301
East Colorado Blvd., Suite 900, Pasadena,
California 91101.
Robert E. Sahm................... Mr. Sahm has, since 1971, served Wesco as
Vice President in charge of building
management and, ultimately, all real estate
operations. He has also served MS Property
Company as Senior Vice President in charge
of property management, development and
sales, and as a director. His business
address is 301 East Colorado Blvd., Suite
300, Pasadena, California 91101.
Walter Scott, Jr................. Mr. Scott has been Chairman of the Board of
Level 3 Communications, Inc., a
communications and information services
company, since 1979. Level 3 Communications
was formerly known as Peter Kiewit Sons',
Inc., for which, until the spin-off of its
construction operations in March 1998, Mr.
Scott also served as Chief Executive
Officer. Mr. Scott is also a director of
MidAmerican Energy Holdings Company,
Burlington Resources, Inc., ConAgra, Inc.,
Valmont Industries, Inc., Commonwealth
Telephone Enterprises, Inc. and RCN
Corporation.
</TABLE>
A-3
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for the Shares and any other
required documents should be sent by each stockholder of the Company or such
stockholder's broker-dealer, commercial bank, trust company or other nominee
to the Depositary as follows:
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
American Stock Transfer & (718) 234-5001 American Stock Transfer &
Trust Company Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, New York 10005 New York, New York 10005
</TABLE>
To Confirm Receipt of
Facsimile and for General Information:
(212) 936-5100
(718) 921-8200
Confirm Receipt of
Notice of Guaranteed Delivery
by Telephone:
(212) 936-5199
(718) 921-8200
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal may be directed to the Information
Agent at its telephone number and location listed below. You may also contact
your broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Broker Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
<PAGE>
EXHIBIT (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
Pursuant to the Offer to Purchase
Dated January 21, 2000
by
C Acquisition Corp.
a wholly owned subsidiary
of
Wesco Holdings Midwest, Inc.
and an indirect wholly owned subsidiary
of
Wesco Financial Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
American Stock Transfer & Trust Company (For Eligible Institutions Only) American Stock Transfer & Trust Company
40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, New York 10005 (718) 234-5001 New York, New York 10005
Confirm by Telephone to:
(212) 936-5100
(718) 921-8200
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR
PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE>
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of CORT Business
Services Corporation if certificates for Shares (as such term is defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in Instruction 2 below) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at the Book-
Entry Transfer Facility (as defined in Section 2, and pursuant to the
procedures set forth in Section 3, of the Offer to Purchase). Stockholders who
deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders" and other stockholders who deliver Shares are referred to herein
as "Certificate Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation
(as defined in Section 2 of the Offer to Purchase) with respect to, their
Shares and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name of Registered Owner(s) ________________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by Book-Entry Transfer, check box: [_]
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES SURRENDERED
- ------------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) Enclosed
(Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s)) (Attach additional signed list if necessary)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Number of Shares
Represented by
Share Certificate Share
Number(s)(1) Certificate(s)(1)
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed by Book-Entry Stockholders. Unless
otherwise indicated, it will be assumed that all Shares
represented by Share certificates delivered to the Depositary
are being tendered hereby. See Instruction 4.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL
CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to 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"), the above-described shares of Common Stock, par value $.01 per
share, and/or Class B Common Stock, par value $.01 per share (the "Shares"),
of CORT Business Services Corporation, a Delaware corporation (the "Company"),
pursuant to Purchaser's offer to purchase all of the outstanding Shares at a
price of $28.00 per Share, net to the seller in cash, without interest thereon
(the "Offer Price") upon the terms and subject to the conditions set forth in
the Offer to Purchase dated January 21, 2000 and in this Letter of Transmittal
(which, together with any amendments or supplements thereto or hereto,
collectively constitute the "Offer"). The undersigned understands that
Purchaser reserves the right to assign, in whole or from time to time in part,
to Parent or to any direct or indirect subsidiary of Parent the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering Stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer. Receipt of the Offer is hereby acknowledged.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of January 14, 2000 (the "Merger Agreement"), by and among Ultimate Parent,
Parent, Purchaser and the Company.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of, and payment for, the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other
Shares or other securities issued or issuable in respect thereof on or after
January 14, 2000 (collectively, "Distributions")) and irrevocably constitutes
and appoints the Depositary the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Shares (and all Distributions), with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Shares (and any and all Distributions), or transfer ownership of such
Shares (and any and all Distributions), on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares (and any and all Distributions) for
transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
and all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Marc D. Hamburg and Robert H. Bird, in their respective capacities as
officers of Purchaser, and any individual who shall thereafter succeed to any
such office of Purchaser, and each of them, as the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution and
resubstitution, to vote at any annual or special meeting of the stockholders
of the Company or any adjournment or postponement thereof or otherwise in such
manner as each such attorney-in-fact and proxy or his substitute shall in his
sole discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, and to
otherwise act as each such attorney-in-fact and proxy or his substitute shall
in his sole discretion deem proper with respect to, all of the Shares (and any
and all Distributions), tendered hereby and accepted for payment by Purchaser.
This appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. This power of
attorney and proxy are irrevocable and are granted in consideration of the
acceptance for payment of such Shares in accordance with the terms of the
Offer. Such acceptance for payment shall, without further action, revoke any
prior powers of attorney and proxies granted by the undersigned at any time
with respect to such Shares (and any and all Distributions), and no subsequent
powers of attorney, proxies, consents or revocations may be given by the
undersigned with respect thereto (and, if given, will not be deemed
effective). Purchaser reserves the right to require that, in order for Shares
(or other Distributions), to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser must be able to
exercise full voting, consent and other rights with respect to such Shares
(and any and all Distributions), including voting at any meeting of the
stockholders of the Company.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, that the undersigned owns the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when
the same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the
account of Purchaser all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance and transfer or appropriate assurance thereof, Purchaser shall
be entitled to all rights and privileges as owner of each such Distribution
and may withhold the entire purchase price of the Shares tendered hereby or
deduct from such purchase price, the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase this tender is
irrevocable.
<PAGE>
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer (and if the Offer is extended or amended, the terms or conditions of any
such extension or amendment). Without limiting the foregoing, if the price to
be paid in the Offer is amended in accordance with the Merger Agreement, the
price to be paid to the undersigned will be the amended price notwithstanding
the fact that a different price is stated in this Letter of Transmittal. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return
any certificates for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and/or return any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return
any certificates evidencing Shares not tendered or not accepted for payment
(and any accompanying documents, as appropriate) in the name(s) of, and
deliver such check and/or return any such certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated herein in the box entitled "Special Payment Instructions," please
credit any Shares tendered herewith by book-entry transfer that are not
accepted for payment by crediting the account at the Book-Entry Transfer
Facility. The undersigned recognizes that Purchaser has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from
the name of the registered holder thereof if Purchaser does not accept for
payment any of the Shares so tendered.
[_] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen certificates:
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, and 6) (See Instructions 1, 4, 5, and 7)
Fill in ONLY if check is to be Fill in ONLY if check is to be
issued in a name other than that issued in the name set forth
set forth above. above but delivered to an address
other than that set forth above.
Issue and deliver check to:
Deliver check to:
Name _____________________________
(Please Print) Name _____________________________
Address __________________________ (Please Print)
__________________________________ Address __________________________
__________________________________ __________________________________
__________________________________ __________________________________
__________________________________ __________________________________
(Include Zip Code) __________________________________
__________________________________ (Include Zip Code)
(Tax Identification or Social
Security Number)
(See Instruction 11)
<PAGE>
IMPORTANT
STOCKHOLDER SIGN HERE
(Also Complete Substitute Form W-9 Below)
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Owner(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 4. (For information concerning signature
guarantees see Instruction 3.)
Dated: _______________________________________________________________, 2000
Name(s) ____________________________________________________________________
____________________________________________________________________________
(Please Print)
Capacity ___________________________________________________________________
(See Instruction 4)
Address ____________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. (Business) _____________________________________
Area Code and Telephone No. (Residence) ____________________________________
Tax Identification or Social Security No. __________________________________
(Complete the Substitute Form W-9
contained herein)
SIGNATURE GUARANTEE
(See Instructions 1 and 5, if required)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(Please Print)
Title ______________________________________________________________________
(Please Print)
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. ________________________________________________
Dated ________________________________________________________________, 2000
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
(1) Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose
name appears on a security position listing as the owner of the Shares) of
Shares tendered herewith, unless such registered holder(s) has completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
Shares are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is
a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
(2) Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders of
the Company either if Share certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in Section
3 of the Offer to Purchase. For a stockholder to validly tender Shares
pursuant to the Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), together with any required
signature guarantees or an Agent's Message (in connection with book-entry
transfer) and any other required documents, must be received by the Depositary
at one of its addresses set forth herein prior to the Expiration Date and
either (i) certificates for tendered Shares must be received by the Depositary
at one of such addresses prior to the Expiration Date or (ii) Shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must
be received by the Depositary prior to the Expiration Date or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in Section 3 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot comply with the book-
entry transfer procedures on a timely basis may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in Section
3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Shares, in proper form for transfer
(or the Book-Entry Confirmation with respect to all tendered Shares), together
with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), with any required signature guarantees (or, in the case of
a book-entry transfer, an Agent's Message) and any other required documents
must be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the NYSE is open for business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are subject to such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such
agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of acceptance of their Shares for payment.
(3) Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.
(4) Partial Tenders. (Not applicable to stockholders who tender by book-
entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered." In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificates will be
sent to the registered holder, unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the Expiration
Date or the termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
<PAGE>
(5) Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person so
to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares
not tendered or not accepted for payment are to be issued in the name of a
person other than the registered holder(s). Signatures on any such Share
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
(6) Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the
Shares tendered hereby.
(7) Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of,
and/or Share certificates for Shares not accepted for payment or not tendered
are to be issued in the name of and/or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Any
stockholder(s) delivering Shares by book-entry transfer may request that
Shares not purchased be credited to such account maintained at the Book-Entry
Transfer Facility as such stockholder(s) may designate in the box entitled
"Special Payment Instructions." If no such instructions are given, any such
Shares not purchased will be returned by crediting the same account at the
Book-Entry Transfer Facility as the account from which such Shares were
delivered.
(8) Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at its address and phone numbers set forth
below, or from brokers, dealers, commercial banks or trust companies.
(9) Waiver of Conditions. Subject to the Merger Agreement, Purchaser
reserves the absolute right in its sole discretion to waive, at any time or
from time to time, any of the specified conditions of the Offer, in whole or
in part, in the case of any Shares tendered.
(10) Backup Withholding. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide
the Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct and that such stockholder
is not subject to backup withholding.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the stockholder upon filing an
income tax return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report.
<PAGE>
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN
is provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for more instructions.
(11) Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares lost. The stockholder will then be instructed as to the steps that must
be taken in order to replace the Share certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER,
AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED
SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such stockholder's correct taxpayer identification number on Substitute
Form W-9 below. If such stockholder is an individual, the taxpayer
identification number is his or her social security number. If a tendering
stockholder is subject to backup withholding, such stockholder must cross out
item (2) of the Certification box on the Substitute Form W-9. If the
Depositary is not provided with the correct taxpayer identification number,
the stockholder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, payments that are made to such stockholder with
respect to Shares purchased pursuant to the Offer may be subject to backup
withholding.
Certain stockholders (including, among others, all corporations, and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9
to the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).
What Number to Give the Depositary
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the tendering stockholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such stockholder should write "Applied For" in the space provided for in the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price
until a TIN is provided to the Depositary.
<PAGE>
<TABLE>
<CAPTION>
PAYER'S NAME:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE Part 1--PLEASE PROVIDE
Form W-9 YOUR TIN IN THE BOX AT ------------------------------------
Department of the Treasury RIGHT AND CERTIFY BY Social Security Number (If
Internal Revenue Service SIGNING AND DATING BELOW. awaiting TIN write "Applied For")
Payer's Request for Taxpayer OR
Identification Number ("TIN")
-------------------------------------
Employer Identification Number
(If awaiting TIN write "Applied For")
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Part 2--Certificate--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding.
- --------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your
tax returns. However, if after being notified by the IRS that you are
subject to backup withholding, you receive another notification from
the IRS that you are no longer subject to backup withholding, do not
cross out such item (2). (Also see instructions in the enclosed
Guidelines).
- --------------------------------------------------------------------------------
Part 3--
Signature _________________ Date ________________, 2000 Awaiting TIN [_]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification
Number has not been issued to me, and either (1) I have mailed or delivered
an application to receive a Taxpayer Identification Number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a Taxpayer
Identification Number by the time of payment, 31% of all reportable cash
payments made to me thereafter may be withheld, but that such amounts may
be refunded to me if I then provide a Taxpayer Identification Number within
60 days.
Signature _____________________________________ Date: ___________ , 2000
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone numbers set
forth below:
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9846
All Others Call Toll Free: (800) 223-2064
<PAGE>
EXHIBIT (a)(3)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
at
$28.00 Net per Share
by
C Acquisition Corp.
a wholly owned subsidiary of
Wesco Financial Holdings, Inc.
and an indirect wholly owned subsidiary of
Wesco Financial Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
January 21, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed 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 act
as Information Agent in connection with Purchaser's offer to purchase all
outstanding shares of Common Stock, par value $.01 per share, and Class B
Common Stock, par value $.01 per share (the "Shares"), of CORT Business
Services Corporation, a Delaware corporation ("Company"), at $28.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated January 21, 2000 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together with any amendments
or supplements thereto, constitute the "Offer") enclosed herewith. Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) that number of Shares which (together with all Shares owned
by Parent, Purchaser or their affiliates) constitutes a majority of the Shares
outstanding on a fully-diluted basis on the date Shares are accepted for
payment. The Offer is also subject to other conditions set forth in the Offer
to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated January 21, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and all other required documents cannot be
delivered to the Depositary, or if the procedures for book-entry transfer
cannot be completed, by the Expiration Date (as defined in the Offer to
Purchase);
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. A letter to stockholders of the Company from the President and Chief
Executive Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14d-9 filed with the
Securities and Exchange Commission and mailed to stockholders;
<PAGE>
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. A return envelope addressed to the American Stock Transfer & Trust
Company (the "Depositary").
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment and pay for Shares
which are validly tendered prior to the Expiration Date and not theretofore
properly withdrawn when, as and if Purchaser gives oral or written notice to
the Depositary of Purchaser's acceptance of such Shares for payment pursuant
to the Offer. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of (i) certificates
for such Shares, or timely confirmation of a book-entry transfer of such
Shares into the Depositary's account at The Depositary Trust Company, pursuant
to the procedures described in Section 3 of the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or a properly
completed and manually signed facsimile thereof) or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry transfer and
(iii) all other documents required by the Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent and the Depositary as described
in the Offer to Purchase) for soliciting tenders of Shares pursuant to the
Offer. Purchaser will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for customary mailing and handling costs
incurred by them in forwarding the enclosed materials to their customers.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of
the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer of Shares, and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the Instructions set forth in the Letter of Transmittal and in
the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from,
Georgeson Shareholder Communications Inc., the Information Agent, at the
address and telephone number set forth on the back cover of the Offer to
Purchase.
Very truly yours,
Georgeson Shareholder
Communications Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE
DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
EXHIBIT (a)(4)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
at
$28.00 Net per Share
by
C Acquisition Corp.
a wholly owned subsidiary of
Wesco Holdings Midwest, Inc.
and an indirect wholly owned subsidiary of
Wesco Financial Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
January 21, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated January 21,
2000 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the ("Offer") in
connection with 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 for cash all outstanding shares of Common Stock, par value $.01 per
share, and Class B Common Stock, par value $.01 per share (the "Shares"), of
CORT Business Services Corporation, a Delaware corporation (the "Company"). We
are the holder of record of Shares held for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $28.00 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously determined that
the Offer and the Merger (as defined in the Merger Agreement) are fair to,
and in the best interests of, the Company and its stockholders, has
unanimously approved the Merger Agreement (as defined in the Offer to
Purchase) and the transactions contemplated thereby, including the Offer
and the Merger, and unanimously recommends that stockholders accept the
Offer and tender all of their Shares pursuant thereto.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, February 17, 2000, unless the Offer is
extended.
<PAGE>
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares which (together with all
Shares owned by Parent, Purchaser or their affiliates) constitutes a
majority of the Shares outstanding on a fully-diluted basis on the date
Shares are accepted for payment. The Offer is also subject to other
conditions set forth in the Offer to Purchase. See Section 14 of the Offer
to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in sufficient time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
All Outstanding Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated January 21, 2000 and the related Letter of Transmittal
in connection with the Offer by C Acquisition Corp., a Delaware corporation, a
wholly owned subsidiary of Wesco Holdings Midwest, Inc., a Nebraska
corporation, and an indirect wholly owned subsidiary of Wesco Financial
Corporation, a Delaware corporation, to purchase all outstanding shares of
Common Stock, par value $.01 per share, and Class B Common Stock, par value
$.01 per share (the "Shares"), of CORT Business Services Corporation, a
Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Shares to be
tendered:*
______________________ Shares
Dated: ________________, 2000 ---------------------------------------
---------------------------------------
Signature(s)
---------------------------------------
---------------------------------------
Print Name(s)
---------------------------------------
---------------------------------------
Address(es)
---------------------------------------
Area Code and Telephone Number
---------------------------------------
Tax ID or Social Security Number
- -------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE>
EXHIBIT (a)(5)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock or Class B Common Stock
of
CORT Business Services Corporation
to
C Acquisition Corp.
a wholly owned subsidiary of
Wesco Holdings Midwest, Inc.
and an indirect wholly owned subsidiary of
Wesco Financial Corporation
(Not to Be Used for Signature Guarantees)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of Common Stock, par value $.01 per share, or Class B
Common Stock, par value $.01 per share (the "Shares"), of CORT Business
Services Corporation, a Delaware corporation, are not immediately available,
if the procedure for book-entry transfer cannot be completed prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase), or if time
will not permit all required documents to reach the Depositary prior to the
Expiration Date. Such form may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Mail: By Facsimile By Hand or Overnight
Transmission: Courier:
American Stock (For Eligible
Transfer & Institutions Only) American Stock Transfer &
Trust Company Trust Company
40 Wall Street, 46th (718) 234-5001 40 Wall Street, 46th
Floor Floor
New York, New York 10005 New York, New York 10005
Confirm by Telephone to:
(212) 936-5100
(718) 921-8200
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via facsimile number other
than as set forth above will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to C Acquisition Corp., a Delaware
corporation ("Purchaser"), a wholly owned subsidiary of Wesco Holdings
Midwest, Inc., a Nebraska corporation, and an indirect wholly owned subsidiary
of Wesco Financial Corporation, a Delaware corporation, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated
January 21, 2000 and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"), receipt of
which is hereby acknowledged, the number of shares set forth below of Common
Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per
share (the "Shares"), of CORT Business Services Corporation, a Delaware
corporation, pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
Number of Shares: _________________ Name(s) of Record Holder(s):
Certificate Nos. (if available): _________________________________
_________________________________
___________________________________ Please Print
___________________________________
Address(es):
Check box if Shares will be _________________________________
tendered by book-entry
transfer: [_] _________________________________
Zip Code
Account Number: ___________________ Area Code(s) and Telephone Num-
ber(s):
Dated: ______________________, 2000 _________________________________
Signature(s):
_________________________________
_________________________________
2
<PAGE>
GUARANTEE
(Not to Be Used for Signature Guarantees)
The undersigned, a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Program or the
Stock Exchange Medallion Program, guarantees to deliver to the Depositary
either certificates representing the Shares tendered hereby, in proper
form for transfer, or confirmation of book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company, in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature
guarantees, or an Agent's Message, and any other documents required by the
Letter of Transmittal, within three trading days (as defined in the Offer
to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: _____________________________________________________________
___________________________________________________________________________
Authorized Signature
Address: __________________________________________________________________
___________________________________________________________________________
Zip Code
Area Code and Tel. No.: ___________________________________________________
Name: _____________________________________________________________________
Please Print
Title: ____________________________________________________________________
Dated: ____________, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
EXHIBIT (a)(7)
WESCO FINANCIAL CORPORATION SUBSIDIARY COMMENCES TENDER OFFER
FOR CORT BUSINESS SERVICES CORPORATION
CORT BUSINESS SERVICES SHAREHOLDERS
TO RECEIVE $28.00 PER SHARE IN CASH FOR
COMMON SHARES IN FIRST STEP OF TRANSACTION
PASADENA, Calif. and FAIRFAX, Va., January 21, 2000 - Wesco Financial
Corporation (AMEX: WSC) and CORT Business Services Corporation (NYSE: CBZ)
announced today that Wesco's indirect wholly owned subsidiary, C Acquisition
Corp., commenced today the previously announced cash tender offer to purchase
all shares of common stock of CORT for $28.00 per share.
The tender offer is subject to certain conditions, including the tender of
CORT shares giving C Acquisition Corp. at least a majority of the outstanding
shares of CORT common stock on a fully diluted basis, and the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Act.
The tender offer is not conditioned upon obtaining financing.
The offer and the right to withdraw tendered shares are scheduled to expire
at 12:00 midnight, New York City time on Thursday, February 17, 2000, unless the
offer is extended.
Following the successful completion of the tender offer, Wesco will acquire
the remaining CORT shares in a second-step merger in which each share of CORT
common stock will be converted into the right to receive $28.00 in cash. As a
result of the merger, CORT will become an indirect, wholly owned subsidiary of
Wesco.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer to
Purchase and the related Letter of Transmittal which are being mailed to CORT
shareholders beginning January 21, 2000.
Georgeson Shareholder Communications Inc. is acting as Information Agent in
the tender offer. Copies of the offering documents may be obtained by calling
the Information Agent at (212) 440-9800 (call collect) or 1-800-223-2064 (toll
free).
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%
<PAGE>
subsidiary of Berkshire Hathaway Inc. 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
<PAGE>
EXHIBIT (a)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated January 21, 2000 (the "Offer to Purchase"), and
the related Letter of Transmittal and is being made to all holders of Shares.
The Offer is not being made to (nor will tenders be accepted from or on behalf
of) holders of Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction or any administrative or judicial action pursuant thereto.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock and Class B Common Stock
of
CORT Business Services Corporation
at
$28 Net Per Share
by
C ACQUISITION CORP.
a wholly-owned subsidiary of
WESCO HOLDINGS MIDWEST, INC.
and an indirect wholly-owned subsidiary of
WESCO FINANCIAL CORPORATION
C Acquisition Corp., a Delaware corporation (the "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, is offering to purchase all of the issued
and outstanding shares (the "Shares") of Common Stock, par value $.01 per share,
and Class B Common Stock, par value $.01 per share (together, the "Common
Stock"), of CORT Business Services Corporation, a Delaware corporation (the
"Company"), for $28 per Share, net to the seller in cash (the "Offer Price),
upon the terms and subject to the conditions set forth in the
<PAGE>
Offer to Purchase and in the related Letter of Transmittal (which, as amended
and supplemented from time to time, together constitute the "Offer"). Tendering
stockholders will not be obligated to pay brokerage fees or commissions or,
except as set forth in Instruction 6 of the Letter of Transmittal, transfer
taxes on the tender of Shares pursuant to the Offer. Purchaser is offering to
acquire all Shares as a first step in acquiring the entire equity interest in
the Company. Following consummation of the Offer, Parent and Purchaser intend to
effect the merger described below.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 17, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 14, 2000, by and among the Company,
Wesco Financial Corporation, Parent and Purchaser, pursuant to which, as soon as
practicable after the completion of the Offer and satisfaction or waiver of all
conditions to the Merger (as defined below), Purchaser will be merged with and
into the Company and the separate corporate existence of Purchaser will
thereupon cease. The merger, as effected pursuant to the immediately preceding
sentence, is referred to herein as the "Merger." At the effective time of the
Merger (the "Effective Time"), each share of Common Stock then outstanding
(other than Shares owned by Parent, Purchaser or any other wholly-owned
subsidiary of Parent, the Company or any of its subsidiaries and other than
Shares held by stockholders who have properly exercised dissenters' rights in
accordance with Delaware law) will be canceled and extinguished and converted
into the right to receive the Offer Price in cash, payable to the holder
thereof, without interest.
Simultaneously with entering into the Merger Agreement, Parent and
Purchaser also entered into (i) a Stockholder Agreement with Citicorp Venture
Capital Ltd. ("CVC"), pursuant to which CVC (a) agreed to tender all Shares
owned by it (the "CVC Shares," which equal approximately 44% of the outstanding
Shares) in the Offer and (b) granted Parent and Purchaser an option, exercisable
under certain circumstances, to purchase all Shares owned by it at the price per
share paid in the Offer, and (ii) a Voting Agreement with the trustee of the
voting trust into which CVC has deposited the CVC Shares, pursuant to which such
trustee has agreed to vote the CVC Shares in favor of the Merger Agreement and
the Merger and against any Takeover Proposal (as defined in the Merger
Agreement).
The Board of Directors of the Company has unanimously determined that each
of the Offer and the Merger is fair to and in the best interests of the Company
and its stockholders, has unanimously approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, and
unanimously recommends that the stockholders accept the Offer and tender all of
their Shares pursuant thereto.
The Offer is conditioned upon, among other things, there being validly
tendered, and not withdrawn prior to the Expiration Date (as defined herein),
that number of shares of Common Stock which (together with any Shares owned by
Parent, Purchaser or their affiliates) constitutes a majority of the shares of
Common Stock outstanding on a fully diluted basis on the date Shares are
accepted for payment. Purchaser and Parent, may waive this condition. Purchaser
will not be required to accept for payment or pay for any tendered Shares until
the expiration or termination of all applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Offer is also
subject to other terms and conditions described in Section 14 of the Offer to
Purchase. As used herein "fully
<PAGE>
diluted basis" means the number of Shares outstanding, together with the number
of Shares which the Company may be required to issue pursuant to outstanding
stock options.
SunTrust Equitable Securities Corporation, the Company's financial advisor
("SunTrust"), has delivered to the Company its written opinion, dated January
14, 2000, to the effect that, as of such date, the consideration to be received
by the Company's stockholders in the Offer and the Merger is fair, from a
financial point of view, to such stockholders. A copy of the written opinion of
SunTrust is contained in the Company's Solicitation/Recommendation Statement on
Schedule 14d-9 filed with the Securities and Exchange Commission in connection
with the Offer, a copy of which is being furnished to the Company's stockholders
concurrently with the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn if, as
and when Purchaser gives oral or written notice to American Stock Transfer &
Trust Company (the "Depositary") of Purchaser's acceptance for payment of such
Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant
to the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for the tendering stockholders for the
purposes of receiving payments from Purchaser and transmitting such payments to
the tendering stockholders whose Shares have been accepted for payment. In all
cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase), if available, with respect to) such Shares, (b) a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase)), and (c) any other
documents required by the Letter of Transmittal. Accordingly, tendering
Stockholders may be paid at different times depending upon when certificates for
Shares or Book-Entry Confirmations with respect to the Shares are actually
received by the Depositary. Under no circumstances will interest be paid on the
purchase price to be paid by Purchaser for the tendered Shares, regardless of
any extension of the Offer or any delay in making such payment. Except as
otherwise provided in the Offer to Purchase, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn pursuant to the
procedures set forth below at any time prior to the Expiration Date (as defined
in the Offer to Purchase) and, unless theretofore accepted for payment and paid
for by Purchaser pursuant to the Offer, may also be withdrawn at any time after
March 20, 2000, as described in Section 4 of the Offer to Purchase.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered such Shares. If Certificates evidencing Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Certificates, the serial numbers shown on the
particular Certificates to be withdrawn must be submitted to the Depositary, and
the signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in Section 3 of the Offer to Purchase), unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry tender as set forth
in Section 3 of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares. Any Shares properly withdrawn will
thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be re-tendered at any time prior to the
Expiration Date by following
<PAGE>
one of the procedures described in Section 3 of the Offer to Purchase
The term "Expiration Date" means 12:00 Midnight, New York City time, on
February 17, 2000, unless and until Purchaser, in accordance with the terms of
the Merger Agreement, extends the period for which the Offer is open, in which
event the term "Expiration Date" will mean the latest time and date on which the
Offer, as so extended, expires.
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by Purchaser, in
its sole discretion, whose determination shall be final and binding. None of
Parent, Purchaser, the Depositary, Georgeson Shareholder Communications Inc.
(the "Information Agent"), or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend for any reason the period of time during which the Offer is
open and to delay acceptance for payment of, and payment for, any Shares,
including as a result of the occurrence of any of the events specified in
Section 14 of the Offer to Purchase, by giving oral or written notice of such
extension to the Depositary and by making a public announcement of such
extension by no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw such
stockholder's Shares.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
relevant documents will be mailed to record holders of Shares whose names appear
on the Company stockholder list and will be furnished for subsequent transmittal
to beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and any other tender offer documents may be
directed to the Information Agent at its telephone number and location listed
below, and copies will be furnished at Purchaser's expense. Purchaser will not
pay fees to any broker or dealer or other person (other than the Information
Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
<PAGE>
New York, New York 10004
Banks and Broker Call Collect: (212) 440-9800
All Others Call Toll-Free (800) 223-2064
January 21, 2000
<PAGE>
EXHIBIT (a)(9)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
- ---------------------------------------------
<CAPTION>
Give the
For this type of account: SOCIAL SECURITY
number of--
- ---------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on
the account(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, the first
individual on
the account(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor, the
minor(1)
6. Account in the name of The ward, minor,
guardian or committee or incompetent
for a designated ward, person(3)
minor, or incompetent
person
7. a. The usual revocable The grantor-
savings trust trustee(1)
account (grantor is
also trustee)
b. So-called trust The actual
account that is not owner(1)
a legal or valid
trust under State
law
8. Sole proprietorship The owner(4)
account
- ---------------------------------------------
</TABLE>
<TABLE>
- ---------------------------------------------
<CAPTION>
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of--
- ---------------------------------------------
<S> <C>
9. A valid trust, estate, The legal entity
or pension trust (Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account The partnership
held in the name of
the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public
Department of entity
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- ---------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card,
or Form SS-4, Application for Employer Identification Number, or Form W-7 for
Individual Taxpayer Identification Number (for alien individuals required to
file U.S. tax returns), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on all dividend and
interest payments and on broker transactions include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodian account under Section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding including the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including the exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments described in section 6049(b)(6) to nonresident aliens.
. Payments of tax-exempt interest (including the exempt-interest dividends
under section 859).
. Payments described in section 6049(b)(7) to resident aliens.
. Payments on tax-free covenant bonds under section 1466.
. Payments made to a nominee.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. Complete the Substitute Form W-9 as
follows:
ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF
THE FORM, SIGN, DATE, AND RETURN THE FORM TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup with-
holding. For details, see the sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N and the regulations thereunder.
Privacy Act Notice.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes and to help verify the accuracy of tax reforms. Payers must be given
the numbers whether or not recipients are required to file tax returns. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you
fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) Penalty for False Information With Respect to Withholding.--If you make a
false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) Misuse of Taxpayer Identification Numbers.--If the payer discloses or uses
taxpayer identification numbers in violation of Federal law, the payer may be
subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 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
Page 1 of 4
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1") filed on January 21, 2000
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 (the "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"), at a
price of $28.00 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Purchaser's Offer to Purchase dated January
21, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which together constitute the "Offer"). Capitalized terms not defined herein
have the meanings assigned thereto in the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) Section 11 ("Background of the Offer; Contacts with the Company;
the Merger Agreement, Stockholder Agreement and Voting Agreement") of the Offer
to Purchase is hereby amended as follows:
The last sentence of the second paragraph of Section 11, which appears on
page 14 of the Offer to Purchase, is hereby deleted and replaced with the
following:
After receiving additional letters from Brook, the Company Board
rejected the Fremont/Brook proposal on May 10, 1999 based principally
on the following facts: (1) the Company Board was informed that CVC
was unwilling to participate in the Fremont/Brook transaction, as
would be necessary to accomplish such transaction; (2) the Company
Board was informed that some other stockholders of the Company
(including affiliates of CVC and BRS who held approximately 2.4% of
the Company's outstanding voting shares, and members of the Company's
senior management who held approximately 1.3% of these shares, and, in
addition, held currently exercisable options that if exercised would
result in CVC and these other stockholders owning in excess of 50% of
the Company's outstanding shares) were similarly opposed to any
transaction with Fremont/Brook; and (3) Messrs. Arnold and Egan
informed the Company Board that they were opposed to pursuing a
transaction with Brook because they were concerned that members of
management as well as other employees would leave the Company in the
face of a possible transaction with Brook because of differences in
management style and culture between the Company and Brook.
The tenth paragraph of Section 11, which appears on page 15 of the Offer to
Purchase, is hereby amended to add the following sentence at the end of
such paragraph:
The Company did not discuss these proposals with Fremont and Brook
until the Company's representatives contacted Fremont and Brook on
January 3, 2000.
The last sentence of the fifteenth paragraph of Section 11, which appears
on page 16 of the Offer to Purchase, is hereby deleted and replaced with
the following:
Page 2 of 4
<PAGE>
Representatives of Dechert suggested that any proposal submitted by
Fremont and Brook should address prior uncertainties in their
proposals including the existence, as well as the terms, of financing
and due diligence conditions.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase, which appears on page 14 of the Offer to Purchase, is
hereby amended to add the following sentence at the end of such Section:
Any funds borrowed to effect the Offer will be repaid from cash generated
from operations and proceeds from sales of investments.
Page 3 of 4
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Tender Offer
Statement on Schedule 14D-1 is true, complete and correct.
Dated: February 15, 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
Page 4 of 4
<PAGE>
INDEX TO EXHIBITS
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of January 14, 2000, by
and among the Ultimate Parent, Parent, Purchaser and the Company
(filed as Exhibit 2.1 to the Current Report on Form 8-K filed by
Wesco Financial Corporation on January 19, 2000 and incorporated
herein by reference).
(c)(2) Stockholder Agreement, dated as of January 14, 2000, among
Parent, Purchaser and Citicorp Venture Capital, Ltd. (filed as
Exhibit 2.2 to the Current Report on Form 8-K filed by Wesco
Financial Corporation on January 19, 2000 and incorporated herein
by reference).
(c)(3) Voting Agreement, dated as of January 14, 2000, among Parent,
Purchaser and Robert N. Pokelwaldt (filed as Exhibit 2.3 to the
Current Report on Form 8-K filed by Wesco Financial Corporation
on January 19, 2000 and incorporated herein by reference).
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<PAGE>
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
<PAGE>
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.
PAGE 2 OF 3
<PAGE>
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
PAGE 3 OF 3
<PAGE>
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).
<PAGE>
EXHIBIT 99.1
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).
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
WESCO FINANCIAL CORPORATION COMPLETES
ACQUISITION OF CORT BUSINESS SERVICES CORPORATION
PASADENA, Calif. and FAIRFAX, Va., March 3, 2000 - Wesco Financial
Corporation (AMEX:WSC) and CORT Business Services Corporation announced today
the completion of the acquisition of CORT by the merger of C Acquisition Corp.,
an indirect wholly owned subsidiary of Wesco, into CORT. The merger follows a
cash tender offer by C Acquisition Corp. for all of the outstanding shares of
CORT at $28.00 per share which was completed on February 17, 2000. As a result
of the merger, which was effective today, each share of common stock of CORT not
owned by Wesco or its subsidiaries was converted into the right to receive
$28.00 per share in cash, subject to dissenter's rights.
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
