SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 1999
BERLITZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New York 1-10390 13-355-0016
(State or other jurisdiction of Commission File Number (I.R.S. Employer
of incorporation) Identification Number)
400 Alexander Park, Princeton, New Jersey 08540-6306
(Address of principal executive offices)
(609) 514-9650
Registrant's telephone number, including area code
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
Page 1 of 3
Exhibit Index on Page 2
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ITEM 5. OTHER EVENTS.
On March 11, 1999, Berlitz International, Inc. ("Berlitz" or the "Company")
announced that, after receiving approval from its shareholders, it had completed
the issuance of $100 million of convertible debentures to Apollo Management IV,
L.P. and its affiliates (together, "Apollo"), a private investment firm, and $55
million of convertible debentures to Benesse Holdings International, Inc.
("Benesse Holdings"), the Company's largest shareholder. These issuances were
made pursuant to definitive agreements entered into as of October 2, 1998. In a
separate transaction, Berlitz issued to Benesse Holdings a $50 million
subordinated note. Proceeds from the sale of the convertible debentures, as well
as proceeds from the note issuance, were used to retire all of the Company's
existing funded indebtedness.
Assuming conversion of all of the debentures issued in the transaction,
Apollo will own approximately 20% of the outstanding common stock of Berlitz and
Benesse Holdings will own approximately 60%. Upon closing of the transaction,
Berlitz has expanded its board of directors and has selected Mr. Antony Ressler
and Mr. Laurence Berg, both partners of Apollo, to join the Company's board of
directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1. Press release of the Company, dated March 11, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BERLITZ INTERNATIONAL, INC.
Dated: March 18, 1999 By: /s/ Henry D. James
------------------
Henry D. James
Executive Vice President and
Chief Financial Officer
EXHIBIT 1
BERLITZ INTERNATIONAL, INC. ISSUES CONVERTIBLE DEBENTURES
PRINCETON, N.J., March 11, 1999 -- Berlitz International, Inc.
("Berlitz" or the "Company") (NYSE: BTZ), the world's premier language services
company with leading positions in language instruction and translation services,
announced today that, after receiving approval from its shareholders, it had
completed the issuance of $100 million of convertible debentures to Apollo
Management IV, L.P. and its affiliates (together, "Apollo"), a private
investment firm, and $55 million of convertible debentures to Benesse Holdings
International, Inc. ("Benesse Holdings"), the Company's largest shareholder.
These issuances were made pursuant to definitive agreements entered into as of
October 2, 1998. In a separate transaction, Berlitz issued to Benesse Holdings a
$50 million subordinated note. Proceeds from the sale of the convertible
debentures, as well as proceeds from the note issuance, were used to retire all
of the Company's existing funded indebtedness and will provide the Company with
greater flexibility to pursue growth initiatives in the language and education
related business sectors.
Assuming conversion of all of the debentures issued in the transaction,
Apollo will own approximately 20% of the outstanding common stock of Berlitz and
Benesse Holdings will own approximately 60%. Upon closing of the transaction,
Berlitz has expanded its board of directors and has selected Mr. Antony Ressler
and Mr. Laurence Berg, both partners of Apollo, to join the Company's board of
directors.
Mr. Hiromasa Yokoi, Vice Chairman, Chief Executive Officer and
President of Berlitz, stated that "our new association with Apollo represents a
strong financial arrangement for Berlitz-an arrangment that has positioned us
for future growth in both revenue and profitability. We believe Apollo, with its
commitment to language and education related business, will add an important
perspective as new directions are pursued."
Mr. Ressler of Apollo called Berlitz " a premier education franchise
with a well-known worldwide brand-name." He continued, "Apollo views Berlitz as
the dominant provider of language instruction and translation services and
strongly believes that the Berlitz franchise is a unique platform for growth in
the language, education and training sectors. We look forward to a mutually
beneficial relationship with Berlitz."
Since inception in 1990, Apollo and its affiliated investment funds
have invested over $10.0 billion of capital. Through offices in Los Angeles and
New York, Apollo and its affiliated funds have invested in a wide variety of
industries, both domestically and internationally, in a flexible manner
according to the needs of its strategic partners.
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For over 120 years, Berlitz has come to mean excellence in language
services. Since its founding, the Company has established a highly recognized
brand name and superior reputation throughout the world as a result of the
Company's tradition of teaching excellence. Through over 400 locations,
predominantly Company-owned, in over 50 countries, Berlitz offers language
instruction, cross-cultural training, document translation, software
localization and interpretation services. In addition, Berlitz offers a wide
range of published products including dictionaries, phrase books, travel guides
and self-study language instruction materials including CD-ROM formats. In the
last 12 months, the Company has completed several small acquisitions of
technology-based translation companies and has launched several distance
learning and other technology-based learning initiatives. Berlitz is traded on
the New York Stock Exchange under the ticker symbol BTZ. For more information on
Berlitz, please visit the Company's website at www. berlitz.com.
Contact: Robert Minsky, Executive Vice President - Corporate Planning and
Marketing (609) 514-3008
