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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): August 4, 1999
Compuware Corporation
(Exact name of registrant as specified in this charter)
Michigan
(State or Other Jurisdiction of Incorporation)
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00-20900 38-2007430
(Commission File Number) (I.R.S. Employer Identification Number)
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31440 Northwestern Highway, Farmington Hills, Michigan 48334-2564
(Address of principal executive offices) (Zip Code)
(248) 737-7300
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 4, 1999, COMP Acquisition Co. ("Acquisition Sub"), a wholly owned
subsidiary of Compuware Corporation ("Compuware"), purchased, at $24 per share,
14,401,167 shares of Common Stock of Data Processing Resources Corporation
("DPRC"), constituting approximately 97.5% of DPRC's outstanding shares of
Common Stock, that had been tendered in response to Acquisition Sub's tender
offer for all the outstanding shares of DPRC's Common Stock. The tender offer
was made pursuant to an Agreement and Plan of Merger dated as of June 23, 1999
among Compuware, Acquisition Sub and DPRC (the "Agreement").
In accordance with the Agreement, on August 4, 1999, the six persons who
were directors of DPRC immediately before the purchase resigned and were
replaced as directors by three persons who are also officers of Compuware: Eliot
Stark, Thomas Costello and Phyllis Recca. On the same date, the board of
directors of Acquisition Sub adopted a resolution that Acquisition Sub merge
with and into DPRC in a short form merger pursuant to which (i) DPRC will become
a wholly owned subsidiary of Compuware, (ii) all the shares of DPRC outstanding
immediately before the merger that are not then owned by Acquisition Sub (or
Compuware or any other direct or indirect Compuware subsidiary) will be
cancelled and automatically converted into the right to receive from DPRC $24
per share, without interest and subject to reduction for any applicable federal
back-up withholding taxes or any other applicable withholding or transfer taxes,
except for any shares as to which dissenters' rights are available and are
exercised, (iii) such outstanding shares of DPRC capital stock that are then
owned by Acquisition Sub (or Compuware or any other direct or indirect Compuware
subsidiary) will be automatically cancelled and retired and (iv) each
outstanding share of Acquisition Sub will be automatically converted into a
share of DPRC Common Stock. The board of directors of DPRC also approved the
short form merger.
The total amount of funds required by Acquisition Sub to purchase DPRC
shares in the tender offer and to consummate the short form merger is
approximately $354.6 million plus approximately $2.5 million to pay related fees
and expenses. In addition, as indicated in Item 4 of Compuware's Schedule 14D-1
filed June 30, 1999 (SEC File No. 005-48251) as subsequently amended (the
"Schedule 14D-1"), DPRC will be required to offer to purchase its 5 1/4%
Convertible Subordinated Notes due 2005 (the "Notes") for the aggregate
principal amount of $115 million plus interest.
In purchasing DPRC shares on August 4, 1999, Acquisition Sub paid an
aggregate purchase price of approximately $346 million. Compuware provided these
funds to Acquisition Sub. Compuware entered into a Credit Agreement on August 3,
1999 among Compuware, Morgan Stanley Senior Funding, Inc., Comerica Bank and
various other lenders. The Credit Agreement provides for a credit facility of up
to $900 million to be used for the acquisition of DPRC and other corporate
purposes. Compuware borrowed $300 million pursuant to the credit facility which
it used (after paying fees and expenses related to the credit facility) to fund
a portion of Acquisition Sub's purchase price for the DPRC shares. Compuware
funded the balance of the purchase price out of its own cash reserves. As of
March 31, 1999, Compuware had approximately $193 million in cash and cash
equivalents and approximately $310 million in short term investments. Compuware
anticipates that it will fund DPRC's payment of $24 per share pursuant to the
short form merger
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(approximately $12 million in the aggregate, including related expenses) as well
as DPRC's repurchase of the Notes (up to approximately $115 million plus any
accrued interest) from its own cash reserves or with borrowings under the credit
facility. Additional information regarding the credit facility is included in
the Schedule 14D-1 and in exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) The financial statements required to be filed with this report are
not available. Compuware will file the required financial statements as an
amendment to this report as soon as practicable but not later than 60 days after
August 19, 1999 (the date on which this report is required to be filed).
The statement in Compuware's Current Report on Form 8-K dated June 23, 1999
to the effect that such financial statements will be filed within 60 days after
the date of that report is hereby amended as set forth above.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated June 23, 1999 among Compuware,
Acquisition Sub and DPRC (incorporated by reference to exhibit
(c)(1) to the Schedule 14D-1)
99.1 Press Release issued by Compuware dated July 29, 1999 (incorporated
by reference to exhibit (a)(9) to the Schedule 14D-1)
99.2 Credit Agreement dated as of August 3, 1999 among Compuware, various
lenders, Comerica Bank, as Administrative Agent and Co-Arranger, and
Morgan Stanley Senior Funding, Inc., as Lead Arranger, Syndication
Agent and Book Manager (incorporated by reference to exhibit (b)(2)
to the Schedule 14D-1)
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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: August 19, 1999 Compuware Corporation
By: /s/ THOMAS COSTELLO, JR.
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Thomas Costello, Jr.
Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated June 23, 1999 among Compuware,
Acquisition Sub and DPRC (incorporated by reference to exhibit
(c)(1) to the Schedule 14D-1)
99.1 Press Release issued by Compuware dated July 29, 1999 (incorporated
by reference to exhibit (a)(9) to the Schedule 14D-1)
99.2 Credit Agreement dated as of August 3, 1999 among Compuware, various
lenders, Comerica Bank, as Administrative Agent and Co-Arranger, and
Morgan Stanley Senior Funding, Inc., as Lead Arranger, Syndication
Agent and Book Manager (incorporated by reference to exhibit (b)(2)
to the Schedule 14D-1)
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