<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
CORT BUSINESS SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
220493-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Lance C. Balk
Kirkland & Ellis
153 East 53rd Street
New York, NY 10022
(212) 446-4940
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 14, 2000
--------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
CUSIP No. 220493-10-0 13D Page 2 of 17 Pages
------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp Venture Capital Ltd.
------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
5,778,518
------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,518
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
========================================================================================================================
</TABLE>
<PAGE> 3
<TABLE>
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CUSIP No. 220493-10-0 13D Page 3 of 7 Pages
------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citibank, N.A.
------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 5,778,518
WITH
------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,518
------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1%
------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
========================================================================================================================
</TABLE>
<PAGE> 4
<TABLE>
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CUSIP No. 220493-10-0 13D Page 4 of 7 Pages
------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp
------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,778,518
------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,518
------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
========================================================================================================================
</TABLE>
<PAGE> 5
<TABLE>
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CUSIP No. 220493-10-0 13D Page 5 of 7 Pages
------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Holdings Company
------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 5,778,518
WITH
------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,778,518
------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
========================================================================================================================
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
CUSIP No. 220493-10-0 13D Page 5 of 7 Pages
------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,884,678
------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,884,678
------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.9%
------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
========================================================================================================================
</TABLE>
<PAGE> 7
Item 2. Identity and Background.
This Statement is being filed by Citicorp Venture Capital Ltd.
("CVC"), Citibank, N.A. ("Citibank"), Citicorp, Citigroup Holdings Company and
Citigroup Inc. ("Citigroup") (together, the "Reporting Persons").
(a)-(c) CVC is a New York Corporation. The address of its
principal business office is 399 Park Avenue, New York, New York 10043. CVC is
principally engaged in the business of venture capital investment. Citibank is a
national banking association and is the sole stockholder of CVC. The address of
its principal business office is 399 Park Avenue, New York, New York 10043.
Citibank is a member of the Federal Reserve System and the Federal Deposit
Insurance Corp.
Citicorp is a Delaware corporation and is the sole stockholder
of Citibank. Citicorp is a U.S. bank holding company. The address of its
principal business office is 399 Park Avenue, New York, New York 10043.
Citigroup Holdings Company is a Delaware corporation and is
the sole stockholder of Citicorp. Citigroup Holdings Company is a U.S. bank
holding company. The address of its principal business office is One Rodney
Square, Wilmington, DE 19899.
Citigroup is a Delaware corporation and is the sole
stockholder of Citicorp. The address of the principal business office of
Citigroup is 153 East 53rd Street, New York, New York 10043. Citigroup is a
diversified holding company whose businesses provide a broad range of financial
services to consumer and corporate customers around the world. Citigroup 's
activities are conducted through its Global Consumer, Global Corporate and
Investing Bank, Asset Management and Investment Activities segments. An amended
joint filing agreement of the Reporting Persons is attached hereto as Exhibit 1.
The following information with respect to each executive
officer and director of CVC and Citigroup is set forth in Schedule A and B
hereto: (i) name, (ii) business address, (iii) present principal occupation or
employment and the name of any corporation or other organization in which such
employment is conducted, together with the principal business and address of any
such corporation or organization other than the Reporting Persons for which such
information is set forth above.
(d)-(f) During the last five years, none of the Reporting
persons or, to the best knowledge of the Reporting Persons, any of the persons
listed on Schedules A and B hereto, has been convicted in a criminal proceeding
(excluding traffic 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 such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. The citizenship of each of the individuals identified
pursuant to Paragraphs (a) through (c) is identified on Schedule A and B hereto.
Item 4. Purpose of Transaction.
Except as described in the next paragraph, the shares of Common Stock
that are the subject of this Statement (together with any prior acquired shares,
the "Shares") were acquired by CVC in the ordinary course of business for
investment purposes.
Without connection to the acquisition of the Shares by CVC, various
subsidiaries of Citigroup acquired shares of Common Stock of the Issuer for
investment purposes, for third party accounts or for mutual funds managed by
such subsidiaries, as described in Item 5 below. The Citigroup subsidiaries
review their respective holdings of Issuer securities on a continuing basis.
Depending on such evaluations of the Issuer's business and prospects, and
<PAGE> 8
upon future developments (including, but not limited to, market prices of the
Common Stock and availability and alternative uses of funds, as well as
conditions in the securities markets and general economic and industry
conditions), each Citigroup subsidiary may acquire others securities of the
Issuer or sell all or a portion of its Common Stock or other securities of the
Issuer now owned or hereafter acquired.
(a)-(b), (d) On August 12, 1999, CVC deposited 4,350,411 shares of
Common Stock (the "Prior Trust Shares") into trust pursuant to a Voting Trust
Agreement dated as of August 12, 1999 between CVC and each of Harold O. Rosser,
Stephen C. Sherrill and Stephen F. Edwards as trustees (the "Prior Trustees").
On November 15, 1999, CVC deposited 1,428,107 additional shares of Common Stock
into trust (the "New Trust Shares", together with the Prior Trust Shares the
"Trust Shares") and the Prior Trustees resigned as trustees pursuant to an
Amended and Restated Voting Trust Agreement dated as of November 15, 1999 (the
"Trust Agreement") between CVC, Robert N. Pokelwaldt (the "Trustee") as
replacement trustee and the Prior Trustees as resigning trustees. CVC retains
the right to dispose of the Trust Shares and receive dividends and distributions
in respect thereof. The Voting Trust will terminate upon the earliest of the
sale of all of the Trust Shares, the conversion of the Trust Shares into
non-voting shares of the Issuer, or the tenth anniversary of the Trust
Agreement.
The Issuer entered into a merger agreement dated as of January
14, 2000 (the "Wesco Merger Agreement"), among the Issuer, Wesco Holdings
Midwest, Inc. ("Wesco Holdings"), Wesco Financial Corporation and C Acquisiton
Corp ("Purchaser"), which provides for, among other things, a tender offer by
Purchaser for all of the outstanding common stock of the Issuer (the "Tender
Offer") and the subsequent merger of Purchaser with and into the Issuer (the
"Merger" and together with the Tender Offer, the "Wesco Transaction"). CVC
intends to dispose of its Shares in connection with the Wesco Transaction and,
as a result, CVC expects that its representatives on the Issuer's board of
directors will be removed. In furtherance of the Wesco Transaction, CVC entered
into a Stockholders Agreement dated as of January 14, 2000, among CVC, Purchaser
and Wesco Holdings pursuant to which, among other things, CVC (1) agreed to
tender all of its Shares to Purchaser pursuant to the Tender Offer and (2)
granted to Wesco Holdings an option to purchase all of its Shares. In addition,
although CVC is currently not entitled to vote its Shares under the terms of the
Trust Agreement, CVC agreed that, should it become entitled to vote its Shares,
it would do so in favor of the Wesco Transaction. CVC is also party to a Voting
Agreement dated as of January 14, 2000, among Wesco Holdings, Purchaser and the
Trustee, pursuant to which the Trustee agreed to vote CVC's Shares in favor of
the Wesco Transaction. Copies of the Stockholder Agreement and Voting Agreement
are attached hereto as exhibits.
(c), (e)-(j) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To
Securities of the Issuer.
On August 12, 1999, CVC deposited 4,350,411 shares of Common Stock (the
"Prior Trust Shares") into trust pursuant to a Voting Trust Agreement dated as
of August 12, 1999 between CVC and each of Harold O. Rosser, Stephen C. Sherrill
and Stephen F. Edwards as trustees (the "Prior Trustees"). On November 15, 1999,
CVC deposited 1,428,107 additional shares of Common Stock into trust (the "New
Trust Shares", together with the Prior Trust
<PAGE> 9
Shares the "Trust Shares") and the Prior Trustees resigned as trustees pursuant
to an Amended and Restated Voting Trust Agreement dated as of November 15, 1999
(the "Trust Agreement") between CVC, Robert N. Pokelwaldt as replacement trustee
and the Prior Trustees as resigning trustees. CVC retains the right to dispose
of the Trust Shares and receive dividends and distributions in respect thereof.
The Voting Trust will terminate upon the earliest of the sale of all of the
Trust Shares, the conversion of the Trust Shares into non-voting shares of the
Issuer, or the tenth anniversary of the Trust Agreement. A copy of the Trust
Agreement was previously filed as an Exhibit to this Schedule 13D.
In furtherance of the Wesco Transaction, CVC entered into a
Stockholders Agreement dated as of January 14, 2000, among CVC, Purchaser and
Wesco Holdings pursuant to which, among other things, CVC (1) agreed to tender
all of its Shares to Purchaser pursuant to the Tender Offer and (2) granted to
Wesco Holdings an option to purchase all of its Shares. In addition, although
CVC is currently not entitled to vote its Shares under the terms of the Trust
Agreement, CVC agreed that, should it become entitled to vote its Shares, it
would do so in favor of the Wesco Transaction. CVC is also party to a Voting
Agreement dated as of January 14, 2000, among Wesco Holdings, Purchaser and the
Trustee, pursuant to which the Trustee agreed to vote CVC's Shares in favor of
the Wesco Transaction. Copies of the Stockholder Agreement and Voting Agreement
are attached hereto as Exhibits 2 and 3, respectively.
Item 7. Exhibits.
1. Joint Filing Agreement, dated as of March 26, 1999, by and
among CVC, Citibank, Citicorp and Citigroup.
2. Stockholders Agreement dated as of January 14, 2000, among
Citicorp Venture Capital, Ltd., Wesco Holdings Midwest, Inc. and C Acquisition
Corp.
3. Voting Agreement date as of January 14, 2000, among
Citicorp Venture Capital, Ltd., Wesco Holdings Midwest, Inc., C Acquisition
Corp. and Robert N. Pokelwaldt.
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 21, 2000
CITICORP VENTURE CAPITAL LTD.
By: /s/ Byron Knief
-----------------------------------
Name: Byron Knief
Title: Senior Vice President
CITIBANK, N.A.
By: /s/ Kenneth Cohen
-----------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITICORP
By: /s/ Kenneth Cohen
-----------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Kenneth Cohen
-----------------------------------
Name: Kenneth Cohen
Assistant Secretary
CITIGROUP INC.
By: /s/ John Caridi
-----------------------------------
Name: Joan Caridi
Title: Assistant Secretary
<PAGE> 11
SCHEDULE A
Executive Officers and Directors
of
Citicorp Venture Capital Ltd.
The names of the Directors and the names and title of the
Executive officers of Citicorp Venture Capital Ltd. and their business addresses
and principal occupations are set forth below. Unless otherwise indicated, each
individual is a United States citizen. If no address is given, the director's or
officer's business address is 399 Park Avenue, New York, New York 10043. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to such individual's position with Citicorp Venture Capital Ltd.
<TABLE>
<CAPTION>
Name Title and Citizenship Principal Occupation and Business Address
- -------------------------- -----------------------------------------
<S> <C>
Michael T. Bradley Vice President
William T. Comfort Chairman and Director
Richard M. Cashin President
Lauren M. Connelly Vice President & Secretary
Charles E. Corpening Vice President
Michael A. Delaney Vice President
Ann Goodbody Director
Ian D. Highet Vice President
David Y. Howe Vice President
Thomas Jones Director
Byron L. Knief Senior Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
M. Saleem Muqaddam Vice President
Frederick Roesch Director
Paul C. Schorr Vice President
Joseph M. Silvestri Vice President
David F. Thomas Vice President
James A. Urry Vice President
John D. Weber Vice President
Thomas H. Sanders Vice President
</TABLE>
<PAGE> 12
SCHEDULE B
Executive Officers and Directors
of
Citigroup Inc.
The names of the Directors and the names and title of the
Executive officers of Citigroup and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, each individual is
a United States citizen.
<TABLE>
<CAPTION>
Name Title and Citizenship Principal Occupation and Business Address
- -------------------------- -----------------------------------------
<S> <C>
C. Michael Armstrong Chairman & Chief Executive Officer
Director AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Alain J.P. Belda President & Chief Operations Officer
Director (Brazil) ALCOA Inc.
201 Isabella Street
Pittsburgh, Pennsylvania 15212-5858
Kenneth J. Bialkin Partner
Director Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Kenneth T. Derr Chairman & Chief Executive Officer
Director Chevron Corporation
575 Market Street
San Francisco, California 94105
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, Massachusetts 02139
Ann Dibble Jordan Consultant & Former Director of Social Services
Director The University of Chicago Medical Center
2904 Benton Place, NW
Washington, DC 20008
Reuben Mark Chairman & Chief Executive Officer
Director Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022-7499
Michael T. Masan Vice Chairman, President-International
Director GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dudley C. Mecum Managing Director
Director Capricorn Holdings
30 East Elm Street
Greenwich, Connecticut 06830
Richard D. Parsons President
Director Time Warner, Inc.
75 Rockefeller Plaza, 29th Floor
New York, New York 10019
Andrall E. Pearson Chairman & Chief Executive Officer
Director Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
John S. Reed Chairman & Co-Chief Executive Officer
Director & Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
Robert B. Shapiro Chairman & Chief Executive Officer
Director Monsanto Company
800 North Lindbergh Blvd.
Mail Zone DIS
St. Louis, Missouri 63167
Franklin A. Thomas Lawyer/Consultant & Former President,
Director The Ford Foundation
595 Madison Avenue, 33rd Floor
New York, New York 10022
Sanford I. Weill Chairman & Co-Chief Executive Officer
Director & Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer
Director E.I. du Pont de Nemours & Company
1007 Market Street
Wilmington, Delaware 19898
Arthur Zankel General Partner
Director First Manhattan Company
437 Madison Avenue
New York, New York 10022
The Honorable Gerald R. Ford Former President of the United States
Honorary Director Post Office Box 927
Rancho Mirage, California 92270
William I. Campbell Co-Chief Executive Officer,
Executive Officer (USA/Canada) Global
Consumer Business
1 Court Square
Long Island City, New York 11120
Michael A. Carpenter Co-Chief Executive Officer
Executive Officer Global Corporate and Investment Bank
of Citigroup Inc.
388 Greenwich Street
New York, New York 10043
Paul J. Collins Vice Chairman
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Edward D. Horowitz e-Citi
Executive Officer 153 East 53rd Street
New York, New York 10043
Thomas W. Jones Co-Chairman and Chief Executive Officer
Executive Officer SSB Citi Asset Management Group
388 Greenwich Street
New York, New York 10013
Robert I. Lipp Co-Chief Executive Officer,
Executive Officer of Citigroup's Global
Consumer Business
153 East 53rd Street
New York, New York 10043
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
Deryck C. Maughan Vice Chairman
Executive Officer Citigroup Inc.
(U.K.) 153 East 53rd Street
New York, New York 10043
Victor J. Menezes Co-Chief Executive Officer,
Executive Officer Global Corporate and Investment Bank
(India) of Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Heidi G. Miller Chief Financial Officer
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Charles O. Prince, III Co-General Counsel &
Executive Officer Corporate Secretary
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Mary Alice Taylor Global Operations & Technology
Executive Officer Citigroup Inc.
1 Court Square
Long Island City, New York 11120
Todd S. Thomson Strategy & Business Development
Executive Officer Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Marc P. Weill Citigroup Investments
Executive Officer 153 East 53rd Street
New York, New York 10043
</TABLE>
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
1. Joint Filing Agreement, dated as of March 26, 1999,
among CVC, Citibank, Citicorp and Citigroup.
2. Stockholders Agreement dated as of January 14, 2000,
among Citicorp Venture Capital, Ltd., Wesco Holdings
Midwest, Inc. and C Acquisition Corp.
3. Voting Agreement date as of January 14, 2000, among
Citicorp Venture Capital, Ltd., Wesco Holdings
Midwest, Inc., C Acquisition Corp. and Robert N.
Pokelwaldt.
</TABLE>
<PAGE> 1
EXHIBIT 1
AMENDED JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the
undersigned that the Schedule 13D filed on or about this date with respect to
the beneficial ownership by the undersigned of Common Stock of CORT Business
Services Corporation is being, and any and all amendments to such Schedule may
be, filed on behalf of each of the undersigned. This Agreement may be executed
in two or more counterparts, each of which will be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: January 21, 2000
CITICORP VENTURE CAPITAL LTD.
By:
Name:
Title:
CITIBANK, N.A.
By: /s/ Kenneth Cohen
----------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITICORP
By: /s/ Kenneth Cohen
----------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY.
By: /s/ Kenneth Cohen
----------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Joan Caridi
----------------------------------
Name: Joan Caridi
Title: Assistant Secretary
<PAGE> 1
Exhibit 2.2
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT (this "Agreement"), dated as of January 14,
2000, is made and entered into among Wesco Holdings Midwest, Inc., a Nebraska
corporation ("Parent"), C Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent ("Purchaser"), and the party listed under the heading
"STOCKHOLDER" on the signature page hereof ("Stockholder");
W I T N E S S E T H:
WHEREAS, as of the date hereof, Stockholder owns beneficially and of
record the number of shares of common stock, par value $0.01 per share ("Company
Common Stock"), of Cort Business Services Corporation, a Delaware corporation
(the "Company"), set forth opposite Stockholder's name on Exhibit A hereto (the
total number of shares of Company Common Stock owned by Stockholder, and any
other Company stock or any stock option that Stockholder acquires, whether by
means of purchase, dividend, distribution, or otherwise, prior to the
termination of this Agreement, being collectively referred to as the "Shares");
WHEREAS, Stockholder and Robert N. Pokelwaldt ("Trustee") are parties
to that certain Amended and Restated Voting Trust Agreement, dated as of
November 15, 1999 (the "Trust Agreement"), pursuant to which Stockholder placed
all of the Shares in a voting trust;
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company, Parent, Purchaser and Wesco Financial Corporation, a
Delaware corporation and the parent corporation of Parent ("Ultimate Parent")
are entering into an Agreement and Plan of Merger (the "Merger Agreement"), of
even date herewith, which (upon the terms and subject to the conditions set
forth therein) provides for, among other things, a tender offer by Purchaser for
the Company Common Stock and the subsequent merger of Purchaser with and into
the Company (the "Merger"); and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Ultimate Parent, Parent and Purchaser have requested Stockholder to
agree, and in order to induce Ultimate Parent, Parent and Purchaser to enter
into the Merger Agreement Stockholder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants, and agreements hereinafter set forth,
the parties hereto hereby agree as follows:
<PAGE> 2
ARTICLE I
STOCKHOLDER'S REPRESENTATIONS AND WARRANTIES
Stockholder hereby represents and warrants to Parent and Purchaser as
follows:
1.1. Due Organization and Authorization. Stockholder is a corporation,
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization. Stockholder possesses the requisite power and
authority to execute, deliver, and perform this Agreement, to appoint Purchaser
and Parent (or any nominee thereof) as its Proxy (as defined below), and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement, the appointment of Purchaser and Parent (or any
nominee thereof) as Stockholder's Proxy, and the consummation of the
transactions contemplated hereby have been duly authorized by all requisite
action of Stockholder and its equity owners. This Agreement has been duly
executed and delivered by or on behalf of Stockholder and constitutes a legal,
valid, and binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms. There is no beneficial owner of any of the Shares or
other beneficiary or holder of any other interest in any of the Shares whose
consent is required for the execution and delivery of this Agreement or for the
consummation by Stockholder of the transactions contemplated hereby.
1.2. No Conflicts; Required Filings and Consents. (a) The execution and
delivery of this Agreement by Stockholder do not, and the performance of this
Agreement by Stockholder will not, (i) conflict with or violate the certificate
of incorporation or bylaws of Stockholder, (ii) conflict with or violate any law
applicable to Stockholder or by which Stockholder or any of Stockholder's assets
is bound or affected, or (iii) result in any breach of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, acceleration, or
cancellation of, or result in the creation of a lien or encumbrance on any
assets of Stockholder or of its subsidiaries, including, without limitation, the
Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise, or other instrument or obligation to which
Stockholder is a party or by which Stockholder or any of Stockholder's assets is
bound or affected.
(b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, other than
(i) filings under the HSR Act and any similar foreign requirements, and (ii) any
necessary filing under the Securities Exchange Act of 1934, as amended.
1.3. Title to Shares. Stockholder is the sole record and beneficial
owner of the shares of Company Common Stock set forth opposite Stockholder's
name on Exhibit A hereto, subject to Trustee's interest therein pursuant to the
Trust Agreement, free and clear of any pledge, lien, security interest,
mortgage, claim, proxy, voting restriction or other voting trust, agreement,
2
<PAGE> 3
understanding, or arrangement of any kind, right of first refusal or other
limitation on disposition, adverse claim of ownership, or other encumbrance of
any kind, other than restrictions imposed by securities laws or pursuant to this
Agreement, the Merger Agreement and the Trust Agreement or as described in
Schedule 1.3 hereto. As of the date hereof, Stockholder does not own
beneficially or of record any other Shares.
1.4. Information for Offer Documents and Proxy Statement. None of the
information relating to Stockholder and its affiliates provided by or on behalf
of Stockholder or its affiliates specifically for inclusion in the Schedule
14D-1, Schedule 14D-9, Offer Documents, or Proxy Statement will, at the
respective times the Schedule 14D-1, Schedule 14D-9, Offer Documents, and Proxy
Statement are filed with the SEC or are first published, sent or given to
stockholders of the Company, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
ARTICLE II
STOCKHOLDER'S COVENANTS
2.1. Voting of Shares. To the extent it becomes entitled to vote its
Shares, Stockholder hereby agrees that from the date hereof until the
termination of the Agreement pursuant to Section 4.2 (the "Term"), at any
meeting of the stockholders of the Company however called and in any action by
written consent of the stockholders of the Company, Stockholder shall vote its
Shares (i) in favor of the Merger and the Merger Agreement (as it may be amended
from time to time), (ii) against any Takeover Proposal (as defined in the Merger
Agreement) and against any proposal for action or agreement that would result in
a breach of any covenant, representation or warranty or any other obligation 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 present capitalization
of the Company or any amendment to the Company's corporate structure or
business, or any other action which could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect the transactions
contemplated by this Agreement or the Merger Agreement or the likelihood of such
transactions being consummated and (iii) in favor of any other matter necessary
for consummation of the transactions contemplated by the Merger Agreement which
is considered at any such meeting of shareholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing, including the ability for Purchaser or its
nominee(s) to vote the Shares directly.
2.2. Proxy. Stockholder hereby revokes all prior proxies or powers of
attorney with respect to any of its Shares other than those granted under the
Trust Agreement. Subject to the prior rights granted under the Trust Agreement,
Stockholder hereby constitutes and appoints Parent
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<PAGE> 4
and Purchaser, or any nominee designated by Parent and Purchaser, with full
power of substitution and resubstitution at any time during the Term, as its
true and lawful attorney and proxy ("Proxy"), for and in its name, place, and
stead, to demand that the Secretary of the Company call a special meeting of the
stockholders of the Company for the purpose of considering any matter referred
to in Section 2.1 and to vote each Share held by Stockholder as its Proxy, at
every annual, special, adjourned, or postponed meeting of the stockholders of
the Company, including the right to sign its name (as stockholder) to any
consent, certificate, or other document relating to the Company that the law of
the State of Delaware might permit or require. THE FOREGOING PROXY AND POWER OF
ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
Stockholder will take such further action and execute such other documents as
may be necessary to effectuate the intent of this Section 2.2.
2.3. Affiliate Agreements. Stockholder hereby terminates, as of the
Closing, any and all contractual rights in favor of Stockholder then in effect
between Stockholder, on the one hand, and the Company, on the other hand.
Stockholder, on behalf of itself and its affiliates, hereby acknowledges that it
is not entitled to receive any broker's, finder's, financial advisor's, or other
similar fee or commission in connection with the transactions contemplated
hereby or by the Merger Agreement.
2.4. Tender. Stockholder hereby agrees to tender in the Offer, prior to
the initial Expiration Date (as defined in the Merger Agreement), all Shares
owned beneficially and of record by it. Stockholder hereby acknowledges and
agrees that Parent's and Purchaser's obligation to accept for payment and pay
for the Shares in the Offer is subject to the terms and conditions set forth in
the Merger Agreement.
2.5 Restrictions on Transfer, Proxies and Non-Interference. Stockholder
hereby agrees, while this Agreement is in effect, and except as contemplated
hereby, not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to the sale, transfer, pledge, encumbrance, assignment or other
disposition of, any of the Shares, provided that Stockholder may (a) if required
by applicable law, convert Shares of Company Common Stock owned by Stockholder
into Shares of Class B Common Stock, par value $.01 per share, of the Company to
the extent so required (for the avoidance of doubt, such shares of Class B
Common Stock shall be included within the definition of "Shares," and the
Company's Class B Common Stock is included within the definition of "Company
Common Stock," for all purposes under this Agreement) or (b) transfer any or all
of the Shares to an affiliate of Stockholder who agrees to be bound by the terms
of this Agreement and the Voting Agreement (as defined in the Merger Agreement),
(ii) other than the Trust Agreement, grant any proxies, deposit any Shares into
a voting trust or enter into a voting agreement with respect to any Shares,
(iii) take any action that would make any representation or warranty of
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling Stockholder from performing Stockholder's obligations
under this Agreement, or (iv) revoke the Trust Agreement or change the
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<PAGE> 5
trustee thereunder unless Stockholder or the substitute trustee, as applicable,
agrees to be bound by the Voting Agreement or, if the trustee thereunder
resigns, fail to appoint within 30 days a successor trustee who agrees to be
bound by the Voting Agreement.
2.6. Disclosure. Stockholder hereby authorizes Parent and Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC), its identity, its ownership of
Company Securities, and the nature of its commitments, arrangements, and
understandings under this Agreement.
2.7. No Solicitation. Stockholder covenants and agrees that, during the
Term, it shall not, directly or indirectly, solicit, initiate, knowingly
encourage, or take any other action designed to facilitate any inquiries or the
making of any proposal from any person (other than from Ultimate Parent, Parent
or Purchaser) relating to (i) any acquisition of any Shares or (ii) any
transaction that constitutes a Takeover Proposal. Stockholder further covenants
and agrees that, during the Term, it shall not and shall not permit its
officers, directors, partners, representatives, or agents to, participate in any
discussions or negotiations (except with Ultimate Parent, Parent or Purchaser)
regarding, or furnish to any person (other than Ultimate Parent, Parent or
Purchaser) any information with respect to, or otherwise cooperate in any way
with, or assist or participate in or facilitate or encourage, any effort or
attempt by any person (other than Ultimate Parent, Parent and Purchaser) to
make, any transaction that may constitute a Takeover Proposal. Stockholder
immediately shall cease and cause to be terminated all existing discussions or
negotiations of Stockholder and its officers, directors, agents, or other
representatives with any person (other than Ultimate Parent, Parent and
Purchaser) with respect to any of the foregoing. Stockholder shall notify Parent
and Purchaser promptly of any such proposal or offer, or any inquiry or contact
with any person with respect thereto, of which it becomes aware and shall, in
any such notice to Parent and Purchaser, indicate in reasonable detail the
identity of the person making such proposal, offer, inquiry, or contact and the
material terms and conditions of such proposal, offer, inquiry, or contact.
Notwithstanding any provision of this Section to the contrary, if any officer,
director, partner, agent, or representative of Stockholder is a member of the
Board of Directors of the Company, such member of the Board of Directors of the
Company may, in his or her capacity as such director, take such actions, if any,
as are permitted by Section 5.2 of the Merger Agreement.
ARTICLE III
COMPANY SECURITIES OPTION
3.1. Grant of Option. In order to induce Ultimate Parent, Parent and
Purchaser to enter into the Merger Agreement, Stockholder hereby grants to
Parent and Purchaser an irrevocable option (the "Company Securities Option") to
purchase the Shares at a price per Share (the "Offer Price") equal to $28.00 in
cash or any higher price paid or to be paid by Parent or Purchaser
5
<PAGE> 6
pursuant to the Offer or the Merger or prior to the termination of this
Agreement pursuant to Section 4.2 below, but excluding any price paid to any
shareholder who exercises dissenters' rights in connection with the Merger. The
Company Securities Option shall be exercisable pursuant to the terms of Section
3.2 below.
3.2. Exercise of Company Securities Option. The Company Securities
Option (i) shall become exercisable, in whole but not in part, for all Shares
subject thereto (less any such Shares which Purchaser has accepted for payment
or paid for in the Offer) at the close of business upon the Expiration Date (or,
if for any reason later, immediately after the expiration of the period,
including any extensions thereof, during which shares of Company Common Stock
tendered pursuant to the Offer may by the terms of the Offer be accepted or
rejected) or, if later, the date on which (x) all waiting periods under the HSR
Act or other applicable Law shall have expired or been waived and (y) there
shall not be in effect any preliminary or final injunction or other order issued
by any court or governmental, administrative, or regulatory agency or authority
prohibiting the exercise of the Company Securities Option pursuant to this
Agreement, if, but only if, Purchaser has accepted for payment all shares of
Company Common Stock tendered and not withdrawn in the Offer, and (ii) shall
remain exercisable for a period of ninety (90) days after the first such date on
which the Company Securities Option becomes exercisable pursuant to clause (i)
of this sentence. If the Company Securities Option does not become exercisable
under this Section 3.2 due to (a) the withdrawal of the Offer prior to the
Expiration Date, or (b) the failure of Purchaser to accept for payment all
shares of Company Common Stock tendered and not withdrawn in the Offer, it shall
be deemed to have expired. In the event that Parent or Purchaser wishes to
exercise the Company Securities Option, Parent or Purchaser, prior to the
expiration thereof, shall send a written notice to Stockholder identifying the
place for the closing of such purchase at least three (3) business days prior to
such closing.
3.3. Subsequent Sale. If, prior to the earlier of (i) the Effective
Time and (ii) the date which is eighteen (18) months after the exercise of the
Company Securities Option by Parent or Purchaser, Parent or Purchaser sells any
or all of the Shares purchased upon exercise of the Company Securities Option to
an unaffiliated third party (a "Subsequent Sale") at a per share price in excess
of the Offer Price (the "Subsequent Sale Price"), then Parent or Purchaser will
pay to Stockholder, within five (5) days of receipt of payment by Parent or
Purchaser for such Shares, an amount equal to the excess of the Subsequent Sale
Price over the Offer Price multiplied by the number of shares sold in the
Subsequent Sale.
ARTICLE IV
MISCELLANEOUS
4.1. Definitions. Terms used but not otherwise defined in this
Agreement, have the meanings assigned to such terms in the Merger Agreement.
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<PAGE> 7
4.2. Termination. This Agreement shall terminate and be of no further
force and effect (i) by the written mutual consent of the parties hereto or (ii)
automatically and without any required action of the parties hereto upon the
earlier to occur of (A) the Effective Time or (B) the closing of the exercise of
the Company Securities Option or the expiration of the Company Securities
Option, whichever occurs earlier. The termination of this Agreement shall not
relieve any party hereto from any liability for any breach of this Agreement
prior to termination.
4.3. Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
4.4. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given (i) upon hand delivery,
(ii) upon confirmation of receipt of facsimile transmission, (iii) upon
confirmed delivery by a standard overnight courier, or (iv) after five (5)
business days if sent by registered or certified mail, postage prepaid, return
receipt requested, to the following address or to such other address that a
party hereto might later specify by like notice:
(a) if to Parent or Purchaser, to:
Wesco Holdings Midwest, Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Attention: Marc D. Hamburg
Telecopy: (402) 346-3375
with copies to:
Munger, Tolles & Olson LLP
355 South Grand Avenue, 35th Floor
Los Angeles, California 90071-1560
Attention: Robert E. Denham
Telecopy: (213) 687-3702
(b) If to Stockholder, to:
Citicorp Venture Capital Ltd.
399 Park Avenue
New York, New York 10043
Attention: James A. Urry
Telecopy: (212) 888-2940
7
<PAGE> 8
4.5. Severability. In the event that any provision in this Agreement is
held invalid, illegal, or unenforceable in a jurisdiction, such provision shall
be modified or deleted as to the jurisdiction involved but only to the extent
necessary to render the same valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality, or
enforceability of such provision be affected thereby in any other jurisdiction.
4.6. Entire Agreement. This Agreement and the Merger Agreement, as it
may be amended from time to time, constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties, or any
of them, with respect thereto.
4.7. Assignment. No party may assign or delegate this Agreement or any
right, interest, or obligation hereunder, provided that Parent or Purchaser, in
its sole discretion, may assign or delegate its rights and obligations hereunder
to any direct or indirect wholly-owned subsidiary of Parent.
4.8. No Third-Party Beneficiaries. This Agreement shall be binding
upon, inure solely to the benefit of, and be enforceable by only the parties
hereto, their respective successors, and permitted assignees, and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
person, other than the parties hereto, their respective successors, and
permitted assigns, any rights, remedies, obligations, or liabilities of any
nature whatsoever.
4.9. Waiver of Appraisal Rights. Stockholder hereby waives any rights
of appraisal or rights to dissent from the Merger.
4.10. Further Assurance. Each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
4.11. Certain Events. Stockholder agrees that this Agreement and the
obligations hereunder shall attach to Stockholder's Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all obligations under this Agreement.
4.12. No Waiver. The failure of any party hereto to exercise any right,
power, or remedy provided under this Agreement or otherwise available at law or
in equity, the failure of any party hereto to insist upon compliance by any
other party hereto with its obligations hereunder, or the existence of any
custom or practice of the parties at variance with the terms hereof shall not
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<PAGE> 9
constitute a waiver by such party of its right to exercise any such or other
right, power, or remedy or to demand such compliance.
4.13. Specific Performance. The parties hereto acknowledge that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or
otherwise breached. Accordingly, the parties agree that an aggrieved party shall
be entitled to injunctive relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court having
jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law, or in equity.
4.14. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without effect to
provisions thereof relating to conflicts of law.
4.15. Headings. The descriptive headings in this Agreement were
included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
4.16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be executed by an officer thereunto duly authorized as of the date first
written above.
Wesco Holdings Midwest, Inc.
By: /s/ Warren E. Buffett
----------------------------------
Its: President
C Acquisition Corp.
By: /s/ Warren E. Buffett
----------------------------------
Its: Chief Executive Officer
STOCKHOLDER
Citicorp Venture Capital Ltd.
By: /s/ William T. Comfort
----------------------------------
Its: Chairman
10
<PAGE> 11
Exhibit A
<TABLE>
<CAPTION>
Name No. of Shares
- ---- -------------
<S> <C>
Citicorp Venture Capital Ltd. 5,778,518
</TABLE>
11
<PAGE> 1
Exhibit 2.3
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of January 14, 2000,
is made and entered into among Wesco Holdings Midwest, Inc., a Nebraska
corporation ("Parent"), C Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent ("Purchaser"), and Robert N. Pokelwaldt ("Trustee");
W I T N E S S E T H:
WHEREAS, as of the date hereof, Citicorp Venture Capital Ltd.
("Stockholder") owns beneficially and of record 5,778,518 shares of common
stock, par value $0.01 per share ("Company Common Stock"), of Cort Business
Services Corporation, a Delaware corporation (the "Company") (the total number
of shares of Company Common Stock owned by Stockholder, and any other Company
stock or any stock option that Stockholder acquires, whether by means of
purchase, dividend, distribution, or otherwise, prior to the termination of this
Agreement, being collectively referred to as the "Shares");
WHEREAS, Stockholder and Trustee are parties to that certain Amended
and Restated Voting Trust Agreement, dated as of November 15, 1999 (the "Trust
Agreement"), pursuant to which Trustee has sole power to vote the Shares;
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company, Parent, Purchaser and Wesco Financial Corporation, a
Delaware corporation and the parent corporation of Parent ("Ultimate Parent")
are entering into an Agreement and Plan of Merger (the "Merger Agreement"), of
even date herewith, which (upon the terms and subject to the conditions set
forth therein) provides for, among other things, a tender offer by Purchaser for
the Company Common Stock and the subsequent merger of Purchaser with and into
the Company (the "Merger");
WHEREAS, concurrently with the execution and delivery of this
Agreement, Stockholder, Parent and Purchaser are entering into a Stockholder
Agreement (the "Stockholder Agreement"), of even date herewith, pursuant to
which Stockholder has (i) agreed, among other things, to tender all of the
Shares pursuant to the Offer, and (ii) granted to Parent an option to purchase
all of the Shares, in each case upon the terms and subject to the conditions set
forth therein; and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Ultimate Parent, Parent and Purchaser have requested Trustee to
agree, and in order to induce Ultimate Parent, Parent and Purchaser to enter
into the Merger Agreement Trustee has agreed, to enter into this Agreement.
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants, and agreements hereinafter set forth,
the parties hereto hereby agree as follows:
ARTICLE I
TRUSTEE'S REPRESENTATIONS AND WARRANTIES
Trustee hereby represents and warrants to Parent and Purchaser as
follows:
1.1. Due Authorization. Trustee possesses the requisite power and
authority to execute, deliver, and perform this Agreement, to appoint Purchaser
and Parent (or any nominee thereof) as his Proxy (as defined below), and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Trustee and constitutes a legal, valid, and binding
obligation of Trustee, enforceable against Trustee in accordance with its terms.
There is no beneficial owner of any of the Shares or other beneficiary or holder
of any other interest in any of the Shares whose consent is required for the
execution and delivery of this Agreement or for the consummation by Trustee of
the transactions contemplated hereby.
1.2. No Conflicts; Required Filings and Consents. (a) The execution and
delivery of this Agreement by Trustee does not, and the performance of this
Agreement by Trustee will not, (i) conflict with or violate any law applicable
to Trustee or by which Trustee is bound or affected, or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, acceleration, or cancellation of, any contract, commitment,
restriction, arrangement, or other agreement to which Trustee is a party or by
which Trustee is bound or affected.
(b) The execution and delivery of this Agreement by Trustee does
not, and the performance of this Agreement by Trustee will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, other than
any necessary filing under the Securities Exchange Act of 1934, as amended.
ARTICLE II
TRUSTEE'S COVENANTS
2.1. Voting of Shares. Trustee hereby agrees that from the date hereof
until the termination of the Agreement pursuant to Section 3.2 (the "Term"), at
any meeting of the stockholders of the Company however called and in any action
by written consent of the stockholders of the Company, Trustee shall vote the
Shares (i) in favor of the Merger and the Merger Agreement (as it may be amended
from time to time), (ii) against any Takeover Proposal (as defined in the Merger
Agreement) and against any proposal for action or agreement that would result in
a breach
2
<PAGE> 3
of any covenant, representation or warranty or any other obligation 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 present capitalization of the Company
or any amendment to the Company's corporate structure or business, or any other
action which could reasonably be expected to impede, interfere with, delay,
postpone or materially adversely affect the transactions contemplated by this
Agreement, the Stockholder Agreement or the Merger Agreement or the likelihood
of such transactions being consummated and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing, including the
ability for Purchaser or its nominee(s) to vote the Shares directly.
2.2. Proxy. Trustee hereby revokes all prior proxies or powers of
attorney with respect to any of the Shares. Trustee hereby constitutes and
appoints Parent and Purchaser, or any nominee designated by Parent and
Purchaser, with full power of substitution and resubstitution at any time during
the Term, as his true and lawful attorney and proxy ("Proxy"), for and in his
name, place, and stead, to demand that the Secretary of the Company call a
special meeting of the stockholders of the Company for the purpose of
considering any matter referred to in Section 2.1 and to vote each Share held by
Stockholder as his Proxy, at every annual, special, adjourned, or postponed
meeting of the stockholders of the Company, including the right to sign his name
to any consent, certificate, or other document relating to the Company that the
law of the State of Delaware might permit or require. THE FOREGOING PROXY AND
POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE
TERM. Trustee will take such further action and execute such other documents as
may be necessary to effectuate the intent of this Section 2.2.
2.3 Restrictions on Proxies and Non-Interference. Trustee hereby
agrees, while this Agreement is in effect, and except as contemplated hereby,
not to (i) grant any proxies or enter into a voting agreement with respect to
any Shares, or (ii) take any action that would make any representation or
warranty of Trustee contained herein untrue or incorrect or have the effect of
preventing or disabling Trustee from performing Trustee's obligations under this
Agreement.
2.4. Disclosure. Trustee hereby authorizes Parent and Purchaser to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC), its identity and the nature of
its commitments, arrangements, and understandings under this Agreement.
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<PAGE> 4
ARTICLE III
MISCELLANEOUS
3.1. Definitions. Terms used but not otherwise defined in this
Agreement, have the meanings assigned to such terms in the Merger Agreement.
3.2. Termination. This Agreement shall terminate and be of no further
force and effect (i) by the written mutual consent of the parties hereto or (ii)
automatically and without any required action of the parties hereto upon the
earlier to occur of (A) the Effective Time or (B) the closing of the exercise of
the Company Securities Option (as defined in the Stockholder Agreement) or the
expiration of the Company Securities Option, whichever occurs earlier. The
termination of this Agreement shall not relieve any party hereto from any
liability for any breach of this Agreement prior to termination.
3.3. Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
3.4. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given (i) upon hand delivery,
(ii) upon confirmation of receipt of facsimile transmission, (iii) upon
confirmed delivery by a standard overnight courier, or (iv) after five (5)
business days if sent by registered or certified mail, postage prepaid, return
receipt requested, to the following address or to such other address that a
party hereto might later specify by like notice:
(a) if to Parent or Purchaser, to:
Wesco Holdings Midwest, Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Attention: Marc D. Hamburg
Telecopy: (402) 346-3375
with a copy to:
Munger, Tolles & Olson LLP
355 South Grand Avenue, 35th Floor
Los Angeles, California 90071-1560
Attention: Robert E. Denham
Telecopy: (213) 687-3702
4
<PAGE> 5
(b) If to Trustee, to:
Robert N. Pokelwaldt
45 Burning Tree Court
York, Pennsylvania 17404
3.5. Severability. In the event that any provision in this Agreement is
held invalid, illegal, or unenforceable in a jurisdiction, such provision shall
be modified or deleted as to the jurisdiction involved but only to the extent
necessary to render the same valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality, or
enforceability of such provision be affected thereby in any other jurisdiction.
3.6. Entire Agreement. This Agreement, as it may be amended from time
to time, constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect thereto.
3.7. Assignment. No party may assign or delegate this Agreement or any
right, interest, or obligation hereunder, provided that Parent or Purchaser, in
its sole discretion, may assign or delegate its rights and obligations hereunder
to any direct or indirect wholly-owned subsidiary of Parent.
3.8. No Third-Party Beneficiaries. This Agreement shall be binding
upon, inure solely to the benefit of, and be enforceable by only the parties
hereto, their respective successors, and permitted assignees, and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
person, other than the parties hereto, their respective successors, and
permitted assigns, any rights, remedies, obligations, or liabilities of any
nature whatsoever.
3.9. Further Assurance. Each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
3.10. No Waiver. The failure of any party hereto to exercise any right,
power, or remedy provided under this Agreement or otherwise available at law or
in equity, the failure of any party hereto to insist upon compliance by any
other party hereto with its obligations hereunder, or the existence of any
custom or practice of the parties at variance with the terms hereof shall not
constitute a waiver by such party of its right to exercise any such or other
right, power, or remedy or to demand such compliance.
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3.11. Specific Performance. The parties hereto acknowledge that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the parties agree that an aggrieved party shall
be entitled to injunctive relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court having
jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law, or in equity.
3.12. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without effect to
provisions thereof relating to conflicts of law.
3.13. Headings. The descriptive headings in this Agreement were
included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
3.14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
the parties hereto as of the date first written above.
Wesco Holdings Midwest, Inc.
By: /s/ Warren E. Buffett
--------------------------------
Its: President
C Acquisition Corp.
By: /s/ Warren E. Buffett
--------------------------------
Its: Chief Executive Officer
TRUSTEE
/s/ Robert N. Pokelwaldt
------------------------------------
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