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Previous: ALLEN PAUL G, SC 13D/A, 2000-09-13 |
Next: CWMBS INC, 424B5, 2000-09-13 |
<PAGE>
As filed with the Securities and Exchange Commission on September 12, 2000
================================================================================
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): SEPTEMBER 12, 2000
EQUITY RESIDENTIAL PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-12252 13-3675988
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (312) 474-1300
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
<PAGE>
ITEM 5: OTHER EVENTS
On July 11, 2000, Globe Business Resources, Inc. ("Globe"), merged with a
subsidiary of Equity Residential Properties Trust, a Maryland real estate
investment trust ("EQR"), pursuant to an Amended and Restated Agreement and Plan
of Merger dated as of May 10, 2000 ("the Merger Agreement") by and between a
subsidiary of EQR and Globe (the "Merger"). The Merger was approved by the
shareholders of Globe at their special meeting held on June 29, 2000. Of the
shares which were voted on the Merger, the holders of 98% of the shares of
common stock of Globe voted to approve the Merger. The Merger subsequently
closed on July 11, 2000.
Each share of common stock of Globe outstanding immediately prior to the Merger
was cashed out pursuant to the Merger Agreement at $13.00 per common share.
In connection with the Merger, EQR is hereby filing additional financial
information of Globe as of June 30, 2000 and for the four-month period then
ended.
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<PAGE>
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, 2000 February 29, 2000
------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS:
Cash $ 646 $ 2,142
Trade accounts receivable, less allowance for doubtful
accounts of $1,339 and $1,039, respectively 17,436 16,543
Other receivables 708 1,145
Prepaid expenses 4,582 3,989
Rental furniture, net 56,810 54,027
Property and equipment, net 7,737 8,197
Goodwill and other intangibles, less accumulated
amortization of $6,591 and $5,753, respectively 47,425 47,038
Note receivable from officer 100 100
Other notes receivable 854 961
Other, net 2,397 1,161
-------- --------
Total assets $138,695 $135,303
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 7,345 $ 8,945
Customer deposits 3,129 3,592
Accrued compensation 1,840 1,831
Accrued taxes 530 36
Deferred income taxes 6,079 6,079
Accrued interest payable 1,005 1,294
Other accrued expenses 1,325 1,454
Debt 70,806 66,438
-------- --------
Total liabilities 92,059 89,669
-------- --------
Common stock and other shareholders' equity:
Common stock, no par, 15,000,000 shares
authorized, 4,811,491, and 4,803,198
shares outstanding 24,077 24,058
Retained earnings 26,643 25,660
Fair market value in excess of historical cost of
acquired net assets attributable to related
party transactions (4,084) (4,084)
-------- --------
Total common stock and other shareholders' equity 46,636 45,634
-------- --------
Total liabilities and shareholders' equity $138,695 $135,303
======== ========
</TABLE>
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<PAGE>
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
<TABLE>
<CAPTION>
For the four months ended,
--------------------------
June 30, 2000 June 30, 1999
------------- -------------
(Unaudited)
<S> <C> <C>
Revenues:
Corporate housing sales $ 31,638 $ 35,918
Rental sales 13,017 13,406
Retail sales 6,052 4,966
-------- --------
50,707 54,290
-------- --------
Cost of revenues:
Cost of corporate housing sales 22,216 24,822
Cost of rental sales 994 1,226
Cost of retail sales 3,663 2,875
Furniture depreciation and disposals 3,212 3,186
-------- --------
30,085 32,109
-------- --------
Gross profit 20,622 22,181
Operating expenses:
Warehouse and delivery 3,434 3,828
Occupancy 2,463 2,553
Selling and advertising 3,513 3,636
General and administration 6,848 7,374
Amortization of intangible assets 838 828
-------- --------
17,096 18,219
-------- --------
Operating income 3,526 3,962
Other expense (income):
Interest expense, net 1,870 1,658
Other, net (23) 93
-------- --------
1,847 1,751
Income before income taxes 1,679 2,211
Provision for income taxes 696 900
-------- --------
Net income $ 983 $ 1,311
======== ========
Earnings per common share:
Basic $ 0.20 $ 0.27
======== ========
Diluted $ 0.20 $ 0.27
======== ========
Weighted average number of common shares outstanding:
Basic 4,808 4,797
Diluted 4,836 4,832
</TABLE>
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<PAGE>
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
For the four months ended,
--------------------------
June 30, 2000 June 30, 1999
------------- -------------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 983 $ 1,311
Adjustments to reconcile net income to
net cash provided by operating activities:
Rental furniture depreciation 2,720 2,737
Other depreciation and amortization 1,717 1,720
Provision for losses on accounts receivable 335 257
Provision for deferred income taxes -- 75
(Gain) loss on sale of property and equipment (4) --
Book value of furniture sales and rental buyouts 4,381 3,760
Changes in assets and liabilities:
Accounts receivable (791) (42)
Notes receivable 107 (600)
Other assets, net (1,236) 27
Prepaid expenses (613) (62)
Accounts payable (1,600) (43)
Customer deposits (463) 209
Accrued compensation 9 (110)
Accrued taxes 494 238
Accrued interest payable (289) (199)
Other accrued expenses (129) (199)
-------- --------
Net cash provided by operating activities 5,621 9,079
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture (9,884) (7,838)
Purchases of property and equipment (395) (1,442)
Purchases of businesses, net of cash acquired (1,225) (488)
Other investing activities -- --
-------- --------
Net cash used in investing activities (11,504) (9,768)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreement 56,780 72,660
Repayments on the revolving credit agreement (56,102) (71,429)
Borrowings on the subordinated term loans 4,000 --
Repayments of other debt (219) (264)
Principal payments under capital lease obligations (91) (208)
Exercise of common stock options 19 31
-------- --------
Net cash provided by financing activities 4,387 790
-------- --------
Net (decrease) increase in cash (1,496) 101
Cash at beginning of period 2,142 1,123
-------- --------
Cash at end of period $ 646 $ 1,224
======== ========
</TABLE>
5
<PAGE>
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.
EQUITY RESIDENTIAL PROPERTIES TRUST
Date: September 12, 2000 By: /s/ Michael J. McHugh
----------------------------------
Michael J. McHugh, Executive Vice
President and Chief Accounting Officer
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