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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CORT BUSINESS SERVICES CORPORATION
______________________
(NAME OF SUBJECT COMPANY)
CORT BUSINESS SERVICES CORPORATION
________________________________
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_____________________________
(TITLE OF CLASSES OF SECURITIES)
COMMON STOCK--220493-10-0
______________________
(CUSIP NUMBER OF CLASSES OF SECURITIES)
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PAUL N. ARNOLD
President and Chief Executive Officer
CORT Business Services Corporation
11250 Waples Mill Road
Suite 500
Fairfax, Virginia 22030
(703) 968-8524
_____________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING)
WITH A COPY TO:
G. DANIEL O'DONNELL, ESQ.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed with the Securities and Exchange Commission (the "Commission") on January
21, 2000, by CORT Business Services Corporation, a Delaware corporation (the
"Company" or "CORT"), relating to the tender offer made by Wesco Financial
Corporation, a Delaware corporation ("Ultimate Parent"), Wesco Holdings Midwest,
Inc., a Nebraska corporation and a wholly owned subsidiary of Ultimate Parent
("Parent"), and C Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), to purchase all outstanding Shares at a
price of $28.00 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated January 21, 2000 and
the related Letter of Transmittal (which together constitute the "Offer"), as
disclosed in a Tender Offer Statement on Schedule 14D-1 filed by Purchaser and
Parent with the Commission on January 21, 2000, and as subsequently amended (the
"Schedule 14D-1"). Unless otherwise indicated, all capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Schedule 14D-
9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(b)(1) is hereby amended as follows:
The second paragraph under the heading "Background," which appears on
page 14 of the Schedule 14D-9, is replaced in its entirety with the following:
Following announcement of the BRS merger agreement, in April 1999
representatives of CORT and CVC had numerous unsolicited contacts from
representatives of Fremont Partners ("Fremont") and Brook Furniture Rental, Inc.
("Brook") regarding a recapitalization transaction in which CORT and Brook would
be combined. In letters dated April 15 and April 19, 1999, Fremont and Brook
proposed a transaction pursuant to which stockholders of CORT would receive
$28.00 per share in cash for 97% of the outstanding common stock, subject to
certain conditions. After receiving additional letters from Brook, the Board of
Directors rejected the Fremont/Brook proposal on May 10, 1999 based principally
on the following facts: (1) the Board of Directors was informed that CVC was
unwilling to participate in the Fremont/Brook transaction, as would be necessary
to accomplish such transaction; (2) the Board of Directors was informed that
some other stockholders of CORT (including affiliates of CVC and BRS who held
approximately 2.4% of CORT's outstanding voting shares, and members of CORT's
senior management who held approximately 1.3% of these shares, and, in addition,
held currently exercisable options that if exercised would result in CVC and
these other stockholders owning in excess of 50% of CORT's outstanding shares)
were similarly opposed to any transaction with Fremont/Brook; and (3) Messrs.
Arnold and Egan informed the Board of Directors that they were opposed to
pursuing a transaction with Brook because they were concerned that members of
management as well as other employees would leave CORT in the face of a possible
transaction with Brook because of differences in management style and culture
between CORT and Brook.
The tenth paragraph under the heading "Background," which appears on page
15 of the Schedule 14D-9, is replaced in its entirety with the following:
On December 3, 1999, Fremont and Brook sent another letter to CORT
increasing the consideration to CORT's stockholders in their proposal to combine
CORT and Brook to $28.50 per share in cash for 97% of CORT's common stock. This
letter was accompanied by commitments for senior bank and bridge financing from
Paribas which were subject to numerous conditions including the absence of
adverse changes in market conditions and Paribas' successful syndication of the
bridge loan. On December 17, 1999, Fremont and Brook further revised their
proposal to provide for per share consideration of $28.00 in cash plus an
additional amount contingent on the value of CORT's interest in Homestore.com,
Inc. The Company did not discuss these proposals with Fremont and Brook until
the Company's representatives contacted Fremont and Brook on January 3, 2000.
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The fourteenth paragraph under the heading "Background," which appears on
page 16 of the Schedule 14D-9, is replaced in its entirety with the following:
On January 3, 2000, CORT engaged SunTrust Equitable Securities
Corporation ("STES") as its financial advisor to assist the Board in evaluating
potential acquisition transactions. On that same day, representatives of STES
and Dechert contacted Brook's counsel and representatives of Fremont and Brook.
STES and Dechert informed Fremont and Brook that the Board was actively
considering alternatives available to CORT and asked Fremont and Brook to submit
their best and final offer in writing to the Company no later than January 10,
2000. As they had not previously furnished drafts of definitive agreements,
Fremont and Brook were requested to provide forms of definitive transaction
documents as well as commitments to support any financing upon which their
transaction would be conditioned. Representatives of Dechert stated that
although the Board had not made a decision to engage in any transaction, it was
probable that a critical factor in a decision by the Board would be the relative
degree of certainty of any proposal. Representatives of Dechert suggested that
any proposal submitted by Fremont and Brook should address prior uncertainties
in their proposals including the existence, as well as the terms, of financing
and due diligence conditions.
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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: February 15, 2000
CORT BUSINESS SERVICES CORPORATION
By: /s/ Paul N. Arnold
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Name: Paul N. Arnold
Title: President and Chief Executive Officer
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