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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) June 23, 1999
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COMPUWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 000-20900 38-2007430
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 737-7300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 23, 1999, Compuware Corporation ("Compuware") entered
into an Agreement and Plan of Merger (the "Agreement") among
Compuware, Data Processing Resources Corporation ("DPRC") and
COMP Acquisition Co. ("Merger Sub"). COMP Acquisition Co. is a
wholly-owned subsidiary of Compuware.
Under the terms of the Agreement, Compuware will cause Merger
Sub to tender for all of the outstanding shares of DPRC common
stock. As of June 21, 1999, DPRC had 14,762,416 shares of
common stock issued and outstanding. At a tender offer price
of $24.00 per share of common stock and assuming that all of
the shareholders of DPRC tender their shares, Compuware will
pay approximately $354.3 million to acquire DPRC. The purchase
price is expected to come from a credit facility that
Compuware is currently negotiating with Morgan Stanley
Funding, Inc. and Comerica Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) The financial statements required to be filed with this Report
are not available. The Registrant will file the required
financial statements as an amendment to this Form 8-K as soon
as practical but not later than 60 days after the date of the
filing of this Report.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated June 23, 1999,
among Compuware Corporation, COMP Acquisition, Inc.
and Data Processing Resources Corporation
(incorporated by reference to Schedule 14D-1, filed
June 30, 1999, by Compuware Corporation (SEC File No.
005-48251)).
99.1 Press Release issued by Compuware Corporation, dated
June 24, 1999.
99.2 Commitment Letter, dated June 29, 1999, from Morgan
Stanley Senior Funding, Inc. and Comerica Bank to
Compuware Corporation (incorporated by reference to
Amendment No. 1 to Schedule 14D-1, filed July 6,
1999, by Compuware Corporation (SEC File No.
005-48251)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 8, 1999 COMPUWARE CORPORATION
By: /s/ Thomas Costello, Jr.
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Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated June 23, 1999,
among Compuware Corporation, COMP Acquisition, Inc.
and Data Processing Resources Corporation
(incorporated by reference to Schedule 14D-1, filed
June 30, 1999, by Compuware Corporation (SEC File No.
005-48251)).
99.1 Press Release issued by Compuware Corporation, dated
June 24, 1999.
99.2 Commitment Letter, dated June 29, 1999, from Morgan
Stanley Senior Funding, Inc. and Comerica Bank to
Compuware Corporation (incorporated by reference to
Amendment No. 1 to Schedule 14D-1, filed July 6,
1999, by Compuware Corporation (SEC File No.
005-48251)).
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NEWS RELEASE
COMPUWARE CORPORATION
- ----------------------------------------------------------------[COMPUWARE LOGO]
Corporate Headquarters
31440 NORTHWESTERN HIGHWAY . FARMINGTON HILLS, MICHIGAN 48334-2564
(248) 737-7300
FOR IMMEDIATE RELEASE
JUNE 24, 1999
COMPUWARE TO ACQUIRE DATA PROCESSING RESOURCES CORPORATION
3400 PROFESSIONAL SERVICES PERSONNEL EXPECTED TO JOIN COMPUWARE'S
PROFESSIONAL SERVICES DIVISION
FARMINGTON HILLS, Mich.--June 24, 1999--Compuware Corporation (NASDAQ: CPWR) and
Data Processing Resources Corporation (DPRC)(NASDAQ: DPRC) today announced they
have entered into an agreement for Compuware to acquire DPRC through a cash
tender offer. A wholly owned subsidiary of Compuware will offer to purchase any
and all outstanding shares of DPRC's common stock for $24 per share. The
transaction has been approved by the Boards of Directors of both DPRC and
Compuware.
DPRC is a leading national professional services company focusing on the
Information Technology (IT) sector. DPRC provides IT professional services to a
diverse group of Fortune 1000 clients nationwide. Traditionally providing
support for business applications development projects, DPRC also supports
network management, help desk, internetworking and ERP implementations. Based in
Irvine, California, DPRC represents approximately 3,400 technology professionals
throughout the United States. DPRC reported revenue of $355 million in the 12
months ending April 30, 1999.
"We are very excited to welcome DPRC's top-notch management and professional
services staff to the Compuware family," said Joseph Nathan, Compuware President
and Chief Operating Officer. "Acquiring DPRC will enable us to accelerate
product related solutions and Application Management Services by immediately
expanding our Professional Services Division from 7,000 to more than 10,000
technicians and enabling us to deliver professional services solutions to 27 new
cities," he said. "The complementary nature of this acquisition is a big plus
for our clients, business partners, employees and shareholders."
"The DPRC Board of Directors and management team feel that, strategically, the
merger of these two companies is exceptional," said Mary Ellen Weaver, DPRC
founder and CEO. "With a strong presence in the Midwest, Compuware is looking to
DPRC to expand its presence throughout the Western, Southwestern and
Southeastern United States. Since we have so few duplicate offices, this merger
accomplishes that objective." Weaver continued, "We have spent a good deal of
time with the management team at Compuware and truly feel that the integrity of
this company, its values and genuine support for their employees cannot be
matched. This agreement represents a tremendous opportunity for our employees."
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Compuware to Acquire Data Processing Resources Corporation
June 24, 1999
In the tender offer, Compuware seeks to purchase no less than 91 percent of
DPRC's outstanding shares. Consummation of the tender offer will be subject to
the expiration or termination of any applicable antitrust waiting period, the
receipt of any required regulatory approvals and customary conditions. Following
completion of the tender offer, the subsidiary of Compuware will be merged into
DPRC, and all of DPRC's shares not owned by Compuware will be converted into the
right to receive $24 per share in cash. In the event the tender offer is not
consummated, Compuware and DPRC will pursue a merger in which DPRC will become a
wholly owned subsidiary of Compuware and DPRC shares will be converted into the
right to receive $24 per share in cash. Thomas Weisel Partners LLC acted as a
financial advisor and provided a fairness opinion to DPRC's Board of Directors.
Updata Capital Inc. acted as a financial advisor to Compuware.
COMPUWARE CORPORATION
Compuware productivity solutions help 14,000 of the world's largest corporations
more efficiently maintain and enhance their most critical business applications.
Providing immediate and measurable return on information technology investments,
Compuware products and services improve quality, lower costs and increase the
speed at which systems can be developed, implemented and supported. Compuware
employs more than 11,000 information technology professionals worldwide,
including more than 7,000 in its professional services organization. With fiscal
1999 revenues of $1.6 billion, Compuware is the world leader in client/server
development technology. For more information on Compuware, please contact the
corporate offices at 800-521-9353. Compuware also can be found on the World Wide
Web at http://www.compuware.com.
DATA PROCESSING RESOURCES CORPORATION
Data Processing Resources Corporation, established in 1985, is a market leader
in providing information technology professional services through a network of
33 branch facilities and four international recruiting offices to a diverse
group of corporate clients through a database of highly qualified technical
consultants. Additional information on DPRC is available from the World Wide Web
at http://www.dprc.com.
Statements herein concerning the growth and strategies of Compuware and DPRC
include forward-looking statements. Compuware's and/or DPRC's actual results may
differ materially from those suggested as a result of various factors,
including, without limitation, Compuware's and DPRC's ability to recruit and
retain qualified technical consultants, and, the companies' ability to
consummate the transaction, successfully integrate DPRC's operations and compete
successfully with existing and future competitors. Interested parties should
refer to the disclosure set forth in Compuware's and DPRC's recent public
filings, under the caption "Risk Factors" and elsewhere, for additional
information regarding risks affecting Compuware's or DPRC's financial conditions
and results of operations.
PRESS CONTACTS
Christopher M. F. Norris, Director, Corporate Communications and Investor
Relations, Compuware Corporation, 248-737-7506.
Thomas Vadnais, President and Chief Operating Officer, Data Processing Resources
Corporation, 949-553-1102.
APPLICATIONS PROGRAMMING SYSTEMS SOFTWARE EDUCATION AND TRAINING
