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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
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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:
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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.
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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
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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.
