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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) February 18, 2000
CORT BUSINESS SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-14146 54-1662135
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
11250 WAPLES MILL ROAD, SUITE 500
FAIRFAX, VIRGINIA 22030
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (703) 968-8500
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ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT
On February 18, 2000, the previously announced tender offer (the "Offer")
by a subsidiary of Wesco Financial Corporation, a Delaware corporation, for all
of the outstanding shares (the "Shares") of CORT Business Services Corporation,
a Delaware corporation (the "Company") for $28.00 per Share was successfully
completed. The Offer was made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), by and among the Company, Wesco Financial Corporation,
Wesco Holdings Midwest, Inc., a Nebraska corporation ("Parent"), and C
Acquisition Corp., a Delaware corporation ("Purchaser").
On March 3, 2000, pursuant to the Merger Agreement, Purchaser merged with
and into the Company with the Company as the surviving corporation (the
"Merger"). The approval of the holders of the Shares was not required to effect
the Merger pursuant to the applicable provisions of the Delaware General
Corporation Law. The Shares issued and outstanding immediately prior to the
effective time of the Merger (other than Shares held in the treasury of the
Company or owned by any of its subsidiaries or owned by Parent, Purchaser or any
other wholly owned subsidiary of Parent) were converted, subject to any
appraisal rights, into the right to receive $28.00 per Share in cash, without
interest thereon. Upon the effective time of the Merger, Parent owned 100% of
the Shares. The total amount of funds required to complete the Offer and the
Merger and pay the fees and expenses of the Offer and the Merger, was
approximately $384 million (which amount includes the $361 million required to
pay for Shares purchased in the Offer).
On March 3, 2000, the Board of Directors of the Company was reconstituted
and currently consists of Warren Buffett, Marc Hamburg, Paul Arnold and Charles
Egan.
A copy of the press release announcing the completion of the Offer is
attached hereto as Exhibit 99.1. A copy of the press release announcing the
completion of the Merger is attached hereto as Exhibit 99.2.
ITEM 7. EXHIBITS
99.1 Press Release issued by CORT Business Services Corporation and Wesco
Financial Corporation on February 18, 2000.
99.2 Press Release issued by CORT Business Services Corporation and Wesco
Financial Corporation on March 3, 2000.
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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.
CORT BUSINESS SERVICES CORPORATION
/s/ FRANCES ANN ZIEMNIAK
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Date: March 3, 2000 By: Frances Ann Ziemniak
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued by CORT Business Services Corporation and
Wesco Financial Corporation on February 18, 2000.
99.2 Press Release issued by CORT Business Services Corporation and
Wesco Financial Corporation on March 3, 2000.
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EXHIBIT 99.1
For Immediate Release
WESCO FINANCIAL CORPORATION SUBSIDIARY SUCCESSFULLY COMPLETES
CASH TENDER OFFER FOR SHARES OF CORT BUSINESS SERVICES CORPORATION
PASADENA, Calif. and FAIRFAX, Va., February 18, 2000 - Wesco Financial
Corporation (AMEX: WSC) and CORT Business Services Corporation (NYSE: CBZ)
announced today successful completion of the cash tender offer by a subsidiary
of Wesco for all outstanding shares of common stock of CORT. The tender offer
expired, as scheduled, at 12:00 midnight, Eastern standard time, on Thursday,
February 17, 2000. Wesco, through its wholly owned subsidiary making the offer,
has accepted for purchase all shares validly tendered and not withdrawn prior to
the expiration of the offer. Based on information provided by American Stock
Transfer & Trust Company, as paying agent, approximately 12.9 million shares of
CORT have been acquired by Wesco's subsidiary out of the approximately 13.2
million shares currently outstanding, or approximately 98% of all outstanding
shares.
Payment for shares properly tendered and accepted will be made as promptly
as practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
As previously announced, Wesco will acquire the remaining CORT shares in a
merger in which each share of CORT common stock will be converted into the right
to receive $28.00 in cash and following which CORT will become an indirect,
wholly owned subsidiary of Wesco. Wesco and CORT expect to consummate the
merger as soon as practicable.
CORT, through its wholly owned subsidiary, CORT Furniture Rental
Corporation, is the leading provider of rental furniture, accessories, and
related services in the "rent-to-rent" segment of the furniture industry.
Wesco is a holding company engaged principally, through its subsidiaries,
in the property and casualty insurance and the steel service center businesses.
It is a publicly traded, 80.1% subsidiary of Berkshire Hathaway Inc. (NYSE:
BRK.A and BRK.B), which is a holding company whose subsidiaries engage in a
number of diverse businesses.
FOR FURTHER INFORMATION CONTACT:
Wesco Financial Corporation
Marc D. Hamburg - (402) 346-1400
CORT Business Services Corporation
Mark Semer - (212) 521-4800
or Georgeson Shareholder Communications Inc., Information Agent in the tender
offer, at (212) 440-9800 (call collect) or 1-800-223-2064 (toll free).
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
WESCO FINANCIAL CORPORATION COMPLETES
ACQUISITION OF CORT BUSINESS SERVICES CORPORATION
PASADENA, Calif. and FAIRFAX, Va., March 3, 2000 - Wesco Financial
Corporation (AMEX:WSC) and CORT Business Services Corporation announced today
the completion of the acquisition of CORT by the merger of C Acquisition Corp.,
an indirect wholly owned subsidiary of Wesco, into CORT. The merger follows a
cash tender offer by C Acquisition Corp. for all of the outstanding shares of
CORT at $28.00 per share which was completed on February 17, 2000. As a result
of the merger, which was effective today, each share of common stock of CORT not
owned by Wesco or its subsidiaries was converted into the right to receive
$28.00 per share in cash, subject to dissenter's rights.
CORT, through its wholly owned subsidiary, CORT Furniture Rental
Corporation, is the leading provider of rental furniture, accessories, and
related services in the "rent-to-rent" segment of the furniture industry.
Wesco is a holding company engaged principally, through its subsidiaries,
in the property and casualty insurance and the steel service center businesses.
It is a publicly traded, 80.1% subsidiary of Berkshire Hathaway Inc. (NYSE:
BRK.A and BRK.B), which is a holding company whose subsidiaries engage in a
number of diverse businesses.
FOR FURTHER INFORMATION CONTACT;
Wesco Financial Corporation
Marc D. Hamburg - (402) 346-1400
CORT Business Services Corporation
Mark Semer - (212) 521-4800
