SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 18, 1997
INTERIM SERVICES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-23198
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(Commission File Number)
36-3536544
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(IRS Employer Identification no.)
2050 SPECTRUM BOULEVARD
FORT LAUDERDALE, FLORIDA 33309-3008
(954) 938-7780
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(Address, including zip code, and telephone number
of principal executive offices)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 18, 1997, Interim Services (UK) PLC ("Interim UK"), a wholly-owned
subsidiary of Interim Services Inc. (the "Company"), acquired 74.8% of the
outstanding ordinary share capital of Michael Page Group PLC ("Michael Page")
pursuant to a cash tender offer with a loan note alternative (the "Tender
Offer") to Michael Page's public shareholders. When aggregated with the 17.3%
ownership held by Interim UK as a result of open market purchases made since the
announcement of the Tender Offer, Interim UK's holdings totaled approximately
92% of the outstanding ordinary share capital of Michael Page.
Agreement as to the terms of the Tender Offer was publicly announced by the
boards of Michael Page and the Company on March 3, 1997 and the Tender Offer was
commenced in the United Kingdom by Interim on March 14, 1997. On April 18, 1997,
Interim UK declared the Tender Offer "unconditional" in all respects and payment
for the tendered shares was made on May 2, 1997. Interim UK expects to acquire
the remaining outstanding Michael Page shares by June 9, 1997 pursuant to United
Kingdom statutory powers available to compulsorily acquire shares not purchased
in a tender offer.
The per share price for the fully diluted shares of Michael Page, excluding
the ordinary dividend declared March 3, 1997, will be (pound)5.50, or $8.92
based upon conversion rates at May 1, 1997. The aggregate consideration paid for
the 48,349,087 shares acquired pursuant to the Tender Offer to date was
$413,372,223, based on such conversion rate. A total of $95,664,638 was paid for
the 10,721,550 shares purchased in the open market, excluding the effects of the
ordinary dividend declared March 3, 1997. The Company and Interim UK (the
"Borrowers") obtained such funds from borrowings of approximately $509,036,861
under a $675,000,000 syndicated credit agreement entered into as of May 1, 1997
(the "Credit Facility"). The Credit Facility consists of a revolving loan
facility of $400,000,000 and a term loan of $275,000,000. Interest rates on
amounts outstanding under the Credit Facility are based on LIBOR plus a variable
margin, determined by certain financial tests. The lenders under the Credit
Facility are NationsBank N.A., individually and as agent, The First National
Bank of Chicago, individually and as documentation agent, The Sanwa Bank
Limited, Bank of Tokyo- Mitsubishi Trust Company, Barnett Bank, N.A., Bank of
Montreal, Comerica Bank, Hibernia National Bank, ABN AMRO Bank NV, The Fuji Bank
and Trust Company, The Industrial Bank of Japan, Limited, Atlanta Agency, Fleet
National Bank, Morgan Guaranty Trust Company of New York, The Chase Manhattan
Bank, The Sumitomo Bank, Limited and The Bank of New York. Borrowings under the
Credit Facility are secured by the Borrowers' pledge of the stock of their
subsidiaries and are guaranteed by the Company's subsidiaries. The borrowings
under the term portion of the Credit Facility mature on May 1, 2003, subject to
prepayment by the Company at any time.
Michael Page is a market leader in the recruitment of accounting, finance,
sales and marketing, information technology and legal professionals for both
permanent and temporary positions under the Michael Page brand name. In
addition, Michael Page operates businesses under the Accountancy Additions and
Sales Recruitment Specialists brand names for junior positions within these
disciplines. During 1996, Questor, an executive search and selection
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business, was also founded in the UK by Michael Page. In addition
to its leading position in the UK's executive recruitment industry, the group
has developed its international business with positions in France, The
Netherlands, Germany, Australia, Singapore, Spain and Hong Kong. In total
Michael Page operates 41 offices in eight countries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The required audited financial statements of Michael Page Group PLC shall
be filed by amendment on or before May 30, 1997.
(b) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information concerning the acquisition of
Michael Page Group PLC shall be filed by amendment on or before May 30, 1997.
The Company has also completed acquisitions of various other businesses
throughout the current fiscal year including repurchases of several of its
licenses, one of its franchises and an acquisition in the following lines of
business: corporate outplacement, retained search and contingency recruiting.
Aggregate financial information with respect to these acquisitions will be
included in the pro forma financial information to be so filed.
(c) EXHIBITS.
The following exhibits are filed with this report:
Number Description
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99.1 Press release dated March 3, 1997.
99.2 Press release dated April 7, 1997.
99.3 Press release dated April 21, 1997.
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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, thereunto duly authorized.
INTERIM SERVICES INC.
DATE: May 2, 1997 By: John B. Smith, Esq.
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John B. Smith, Esq.
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated March 3, 1997.
99.2 Press release dated April 7, 1997.
99.3 Press release dated April 21, 1997.
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EXHIBIT 99.1
INTERIM ANNOUNCES $574 MILLION CASH TENDER OFFER
FOR MICHAEL PAGE
TRANSACTION WOULD LAUNCH INTERIM INTERNATIONAL PRESENCE
Ft. Lauderdale, Fla., March 3, 1997--Interim Services Inc. (NYSE: IS) today
announced a cash tender offer to purchase all of the outstanding shares of
Michael Page Group PLC (London: PMG), a U.K.-based international provider of
recruitment and staffing. Michael Page 1996 revenues were $220 million, with
pre-tax income of $48 million. At today's exchange rates, the transaction is
valued at approximately $574 million. The combined companies would have had 1996
revenues of $2.1 billion and approximately 1,040 offices serving nine countries.
The transaction would make Interim a worldwide leader in professional
recruitment and staffing. The acquisition is also expected to significantly
augment expansion opportunities for Michael Page in North America and to
accelerate the ability of Interim to expand its commercial staffing business in
the UK, Continental Europe and the Pacific Rim.
Interim expects to complete the tender offer within 90 days and anticipates
the acquisition will be accretive in 1997 by $.01 to $.02, depending on the
closing date and interest and foreign exchange rates. Management also believes
the acquisition will be significantly accretive in 1998.
According to Interim President and CEO Ray Marcy, "This is the most
significant acquisition in Interim's 50 year history. It represents dramatic
progress in our aggressive growth strategy aimed at distinguishing Interim
worldwide as a comprehensive human resource partner with its clients. We are
aligning ourselves with what we believe is the preeminent staffing and
recruiting company operating outside of North America."
Interim, based in Ft. Lauderdale, Fla., is a $1.8 billion staffing industry
leader with approximately 1,000 offices in North America, Canada and Europe. Its
Commercial Division makes up 80% of company revenues. In addition to traditional
flexible staffing, through its Professional Services business unit Interim
provides staffing and consulting services in accounting, legal, technology,
human resources, search and outplacement. Its HealthCare Division, which
comprises 20% of revenues, offers nurses, physicians, therapists and home health
aides. Over the past decade, Interim revenues have grown at an annual average
growth rate of 23%.
Michael Page is a premier international recruiting and staffing company,
which specializes in accounting, finance, technology, sales and marketing.
Michael Page's 40 offices span the United Kingdom, France, The Netherlands,
Germany, Australia, Hong Kong and Singapore. Its business is split 50% flexible
staffing and 50% full-time placement, and its revenues increased 36% in fiscal
year 1996.
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Michael Page is a dominant force, particularly in the accounting and
finance arena. A significant portion of its client base is comprised of the
largest international banks and financial institutions in the world. The company
has an excellent track record of success, particularly in its ability to operate
at high profit margins. Its EBIT margins in 1996 were approximately 20%.
With the acquisition completed, Interim would become a worldwide leader in
professional services in terms of size, scope of services and global coverage.
Combined revenues on a full-year pro forma basis for 1997 in the professional
services arena alone should exceed $700 million.
Michael Page would have the immediate ability to expand under its brand
name in major financial centers throughout the U.S., such as New York, San
Francisco and Los Angeles. Once established in the U.S., Michael Page would have
a unique presence in nearly all major financial centers in the world, enabling
it to recruit and place financial talent on an international basis--from London
to Hong Kong, or from New York to Sydney.
Michael Page has built a strong infrastructure throughout the world's most
developed temporary help markets, while focusing exclusively on higher-margin
professional services. The combination will enable Interim to leverage this
infrastructure and expand its temporary help and workforce management operation
(Commercial Staffing business), replicating abroad the synergies that exist
between Interim Commercial Staffing and Professional Services in the U.S.
Michael Page Chief Executive Terry Benson will remain with the company and
retain his current title. He will continue to have primary responsibility for
developing the Michael Page brand worldwide, while Michael Page Finance Director
Ian Nash will continue to manage its financial direction. Michael Page will
operate as a subsidiary of Interim Services Inc.
Benson stated, "We have strategically aligned ourselves with the finest
staffing company in North America. After many months of getting to know one
another, we have great comfort in the similarities in our culture, philosophy
and vision. We believe Michael Page's entry into the important U.S. market will
be greatly accelerated by this transaction and the extensive Interim client
base. We are additionally pleased to introduce Interim to our clients worldwide,
thereby expanding the range of services provided to them to include temporary
help."
Marcy added, "We are extremely impressed with Terry and the credentials of
his entire management team. While operating in different parts of the world, we
are amazed at how aligned the two companies are in terms of business philosophy,
specifically the goal of creating a decentralized management structure and
providing value-added client services."
Interim will finance the acquisition under a $675 million senior loan
facility provided by NationsBank. This facility will allow the company to
continue to make smaller, selective acquisitions, in addition to those recently
announced--AimExecutive Holdings, Inc. and Interplan and Allround in The
Netherlands.
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Interim Chief Financial Officer Roy Krause commented, "Michael Page's
dramatic growth has come entirely from internal expansion, and yet they remain a
significant generator of cash. At the end of 1996, Michael Page had more than
$60 million in cash on its balance sheet."
This press release contains certain forward-looking statements regarding
the prospects of Interim and net income per share estimates which involve risks
and uncertainties. The company's actual results could differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth under the "Risk Factors" and elsewhere in the company's
Registration Statement on Form S-3 dated October 17, 1996, and as discussed in
the company's reports on Forms 10-K , 10-Q and 8-K made under the Securities and
Exchange Act of 1934. In addition, changes in market, business or economic
conditions, fluctuations in currency exchange rates or significant acquisitions
or other transactions could create material differences in the results
anticipated in these forward looking statements.
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EXHIBIT 99.2
INTERIM ANNOUNCES 79% OF SHARES TENDERED OR
ACQUIRED IN OFFER FOR MICHAEL PAGE
Ft. Lauderdale, Fla., April 7, 1997--Interim Services Inc. (NYSE: IS) today
announced that it has acquired or received tenders for 79% of the outstanding
shares of Michael Page Group PLC (London: PMG). The cash tender offer was
previously announced on March 3, 1997 and was valued at approximately $574
million. Interim expects to attain its goal of receiving more than 90% of the
Michael Page shares and anticipates that it will complete the acquisition on or
before May 1.
The shareholders of Michael Page, a U.K.-based international recruiting and
staffing company, had a minimum of 21 days to consider tendering their shares to
Interim.
Interim President and CEO Ray Marcy commented, "The number of shares
tendered within 21 days reflects the widespread agreement among Michael Page
shareholders to proceed with the transaction.
"This acquisition represents dramatic progress in our vision of becoming a
global leader in providing human resource solutions. We look forward to working
with Michael Page management to build this worldwide leadership position. We are
also excited about the synergy this transaction will yield. It will accelerate
Michael Page's entry into major U.S. markets, as well as augment expansion
opportunities for Interim internationally."
Interim, based in Ft. Lauderdale, Fla., is a $1.8 billion staffing industry
leader with approximately 1,000 offices in North America, Canada and Europe. Its
Commercial Division, which makes up 80% of company revenues, provides staffing
and consulting services in accounting, legal, technology, human resources,
search and outplacement; as well as clerical, administrative and light
industrial. Its HealthCare Division, which comprises 20% of revenues, offers
nurses, physicians, therapists and home health aides.
Michael Page is a premier international recruiting and staffing company,
which specializes in accounting, finance, technology, sales and marketing.
Michael Page's 40 offices span the United Kingdom, France, The Netherlands,
Germany, Australia, Hong Kong and Singapore. Its business is split 50% flexible
staffing and 50% full-time placements. The company had 1996 revenues of $220
million, with pre-tax income of $48 million.
EXHIBIT 99.3
INTERIM ANNOUNCES CLOSING OF MICHAEL PAGE
ACQUISITION AND EXPANSION PLANS FOR
SPAIN AND THE U.S.
Ft. Lauderdale, Fla., April 21, 1997--Interim Services Inc. (NYSE: IS)
today announced a successful conclusion of its tender offer for the stock of
Michael Page Group PLC.
Interim also announced that Michael Page has expanded in Spain, with an
office in Madrid, and will embark on expansion in the United States, with an
office in New York City scheduled for October 1997.
Spain and the United States are new markets for Michael Page, an
international recruiting and staffing company based in the United Kingdom and
soon to operate as a wholly-owned subsidiary of Interim. Michael Page will
introduce its accounting, banking, financial and other recruitment and staffing
services in these markets. These locations will continue to build Michael Page's
presence in financial capitals across the globe and enhance its ability to
recruit and place the world's top talent across continents--from London to
Hong Kong and from Sydney to New York.
According to Interim President and CEO Ray Marcy, "We are delighted to have
the entire Michael Page organization onboard and excited to realize the
synergistic opportunities for expansion that exist for both Michael Page and
Interim service offerings. In addition to Madrid and New York, we anticipate
continued Michael Page expansion opportunities in 1997 and 1998 in key U.S.
banking and financial markets, such as San Francisco and Los Angeles.
"Michael Page's strong reputation and infrastructure throughout the world
will also accelerate acquisition opportunities for Interim in Europe and the
Pacific Rim. Our goal is to implement worldwide the successful model we've
established in North America, where we serve as a human resource solution for
clients by providing the most comprehensive range of value-added services. This
includes traditional flexible staffing, recruitment, search, consulting and
outplacement for a broad range of specialty skills."
Michael Page Chief Executive Terry Benson commented, "We are excited to
bring our recruitment expertise to the financial community of Spain. Madrid is
an important market for us, and we believe our entry there is particularly
timely. Partly due to deregulation, the Spanish staffing industry is
experiencing growth rates in excess of 30%.
"The next step of our expansion plan is equally exciting. New York is the
largest financial market in the world, and our presence there will close a key
circuit in our worldwide network of accounting, banking and financial skills."
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The entry of Michael Page into the U.S., initially through New York, will
be aided by the relationships both companies have with multinational clients
based there. These include some of the largest banking and finance organizations
in the world such as J.P. Morgan, Goldman Sachs, Bankers Trust and Chase
Manhattan.
Benson added, "We are a market leader in each of the countries we operate
in today. Now as part of Interim, we look forward to working toward leadership
positions in Spain and the United States."
Interim advised the London Stock Exchange on April 18th that it had
purchased or received and accepted tenders for 92% of the outstanding shares of
Michael Page and that it had declared its offer unconditional. Interim expects
to acquire the remaining 8% of shares outstanding by June 30th. In addition,
Interim management anticipates that Michael Page will achieve the financial
results expected by Interim for the current fiscal year.
Interim, based in Ft. Lauderdale, Fla., is a $1.8 billion staffing industry
leader with approximately 1,000 offices in the United States, Canada and Europe.
Its Commercial Division, which makes up 80% of company revenues, provides
staffing and consulting services in accounting, legal, technology, human
resources, search and outplacement; as well as clerical, administrative and
light industrial. Its HealthCare Division, which comprises 20% of revenues,
offers nurses, physicians, therapists and home health aides.
Michael Page is a premier international recruiting and staffing company,
which specializes in accounting, finance, technology, sales and marketing.
Michael Page's 40 offices span the United Kingdom, France, The Netherlands,
Germany, Australia, Hong Kong, Singapore and Spain. Its business is split 50%
flexible staffing and 50% full-time placement. The company had 1996 revenues of
$220 million, with pre-tax income of $48 million.
This press release contains certain forward-looking statements regarding
the company's financial prospects which involve risks and uncertainties. The
company's actual results could differ materially from the results anticipated in
these forward-looking statements as a result of certain factors set forth under
the "Risk Factors" and elsewhere in the company's Registration Statement on Form
S-3 dated October 17, 1996, and as discussed in the company's reports on Forms
10-K , 10-Q and 8-K made under the Securities and Exchange Act of 1934. In
addition, changes in market, business or economic conditions, or significant
acquisitions or other transactions could create material differences in the
results anticipated in these forward looking statements.
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