<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
(Rule 13d-101)
Under the Securities Exchange Act of 1934
TECHFORCE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
878331107
(CUSIP Number)
Richard H. Blaustein
Vice President
Equant Acquisition Corp.
c/o Equant Integration Services, Inc.
3 Park Avenue, 25th Floor
New York, New York 10016
Telephone: (212) 251-2001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP NO. 878331107 13D PAGE 2 OF 9 PAGES
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant N.V.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZEN OR PLACE OF ORGANIZATION
The Netherlands
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of
Shares ---------------------------------------------------------------
Beneficially 8. Shared Voting Power 8,126,382 (1)
Owned by ---------------------------------------------------------------
each Reporting 9. Sole Dispositive Power 0
Person ---------------------------------------------------------------
10. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382 (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- ----------
(1) See Item 5 hereof.
<PAGE> 3
CUSIP NO. 878331107 13D PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant Holdings U.S., Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of
Shares
Beneficially 8. Shared Voting Power 8,126,382 (1)
Owned by
each Reporting 9. Sole Dispositive Power 0
Person
10. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382 (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- ---------------
(1) See Item 5 hereof.
<PAGE> 4
CUSIP NO. 878331107 13D PAGE 4 OF 9 PAGES
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant Acquisition Corp.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. Sole Voting Power 0
Number of
Shares
Beneficially 8. Shared Voting Power 8,126,382 (1)
Owned by
each Reporting 9. Sole Dispositive Power 0
Person
10. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382 (1)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- ---------------
(1) See Item 5 hereof.
<PAGE> 5
Item 1. Security and Issuer.
This Amendment No. 1 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on July 9, 1999 (the "Statement")
relating to shares of Common Stock, par value $0.01 per share (the "TechForce
Common Stock"), of TechForce Corporation, a Georgia corporation (the "Issuer"),
whose principal executive offices are located at 5741 Rio Vista Drive,
Clearwater, Florida 33760.
Item 2. Identity and Background.
(a) - (c) This Amendment No.1 to the Statement is filed by Equant,
N.V., a company organized under the laws of The Netherlands, Equant Holdings
U.S., Inc., a Delaware corporation, and Equant Acquisition Corp., a Delaware
corporation (each, an "Equant Company" and, collectively, the "Equant
Companies"). Equant N.V. operates a data network that extends to key business
centers in many countries and territories. Using its network, Equant N.V.
provides managed data network services, end-to-end, for multinational businesses
worldwide. Equant also provides network design and integration services;
equipment installation; maintenance and support services; and software
development. The principal business address of Equant, N.V. is
21-23Gatwickstraat, 1043 GL Amsterdam, Sloterdijk, The Netherlands. Equant
Holdings U.S., Inc. is an indirectly wholly-owned subsidiary of Equant N.V., and
Equant Acquisition Corp. is a direct wholly-owned subsidiary of Equant Holdings
U.S., Inc., each with its principal business address c/o Equant Integration
Services, Inc. at 3 Park Avenue, 25th Floor, New York, New York 10016.
(d) and (e). During the five years prior to the date hereof, none of
the Equant Companies nor, to the best of their knowledge, any executive officer
or director of any of the Equant Companies, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On August 6, 1999, the Equant Companies purchased the shares of
TechForce Common Stock that are the subject of this Amendment No. 1 for a
purchase price of $8.50 per share plus certain fees and expenses related to the
Offer (defined below) for a total of approximately $73.4 million of
consideration. The Equant Companies obtained the funds needed for the Offer and
the proposed merger through a series of intercompany loans funded using funds
that Equant N.V. had available in its cash accounts representing a portion of
the proceeds from Equant N.V.'s public offering of shares of its common stock in
July 1998. The intercompany loans are represented by promissory notes payable on
demand in the aggregate principal amount of $73.4 million. Each of the
promissory notes accrues interest on the aggregate principal amount thereof at
an annual rate of LIBOR plus 1.60%. For purposes of the promissory notes and the
loans evidenced thereby, "LIBOR" means, with respect to any interest accrual
period applicable to the promissory notes: (a) the rate per annum of the offered
quotation for deposits in United States dollars for a period equal or comparable
to its Interest Period which appears on Telerate Page 3750 or Telerate Page 3740
or Reuters Screen Page LIBOR01 (as appropriate) at or about 12:00 noon (showing
the rate at 11:00 a.m.), London time, on the applicable Rate Fixing Day; (b) if
no such offered quotation appears, the arithmetic mean (rounded to the nearest
four decimal places) of the offered
<PAGE> 6
quotations for deposits in United States dollars for a period equal or
comparable to its Interest Period which appear on the relevant Page (if any) of
the Reuters Screen on or about 11:00 a.m. on the applicable Rate Fixing Date.
For the purpose of this definition, "Telerate Page 3750" or "Telerate 3740"
means the display designated as "Page 3750" or "Page 3740" on the Telerate
Service (or such other page as may replace Page 3750 or 3740 on that service) or
such other service as may be nominated by the British Bankers' Association (BBA)
as the information vendor for the purpose of displaying the BBA Interest
Settlement Rate.
Item 4. Purpose of Transaction.
Pursuant to an Agreement and Plan of Merger, dated as of June 30, 1999
(the "Merger Agreement"), among the Equant Companies and the Issuer, Equant
Acquisition Corp. commenced a tender offer on July 9, 1999 for all of the issued
and outstanding shares of TechForce Common Stock for a purchase price of $8.50
per share (the "Offer"). The Offer terminated at midnight, New York City time,
on Tuesday, August 3, 1999. On August 6, 1999, the Equant Companies accepted for
payment a total of 8,126,382 shares of TechForce Common Stock which had been
tendered before the termination of the Offer on August 3, 1999, representing
approximately 98.12% of the issued and outstanding shares of TechForce Common
Stock.
Except as indicated in this Schedule 13D, as amended, or as disclosed
in the Schedule 14D-1, as amended, of the Equant Companies filed with the
Securities and Exchange Commission on July 7, 1999 (the "Schedule 14D-1") and
amended on July 22, 1999, the contents of which are incorporated herein by
reference, the Equant Companies currently have no specific plans or proposals
that relate to or would result in any of the matters described in subparagraphs
(a) through (f) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) On August 6, 1999, the Equant Companies accepted for payment a
total of 8,126,382 shares of TechForce Common Stock, representing approximately
98.12% of the issued and outstanding shares of TechForce Common Stock.
(b) The Equant Companies possess shared power to vote, or direct the
vote of, the 8,126,382 shares of TechForce Common Stock acquired by them in the
Offer, representing approximately 98.12% of the issued and outstanding shares of
TechForce Common Stock.
(c) Except as set forth herein, none of the Equant Companies
beneficially owns any shares of TechForce Common Stock and none of the Equant
Companies, or any executive officer or director of any of the Equant Companies,
has engaged in any transaction in any such shares during the sixty day period
immediately preceding the date hereof except as described herein.
(d) and (e) Not applicable.
<PAGE> 7
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as described in this Schedule 13D, as amended, or in the
Schedule 14D-1, as amended, none of the Equant Companies has any other
contracts, arrangements, understandings or relationships with any persons with
respect to any securities of the Issuer. The description of the transactions
discussed in Item 4 is further described in the Schedule 14D-1, as amended, and
in the exhibits to the Schedule 14D-1, including the Merger Agreement and the
Joint Press Release issued by the Issuer and Equant N.V. on June 30, 1999. Such
documents are incorporated herein by reference for all of the terms and
conditions of such documents.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger, dated as of June 30, 1999, by and among
Equant N.V., Equant Holdings U.S., Inc., Equant Acquisition Corp. and
TechForce Corporation, incorporated by reference to Exhibit (c)(1) to the
Schedule 14D-1.
2. Joint Press Release issued by TechForce Corporation and Equant N.V. on June
30, 1999, incorporated by reference to Exhibit (a)(8) to the Schedule
14D-1.
3. Press Releases issued by Equant N.V. on August 4, 1999 and August 9, 1999.
<PAGE> 8
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: August 9, 1999
EQUANT N.V.
By: /s/ Richard Blaustein
---------------------
Richard Blaustein
Authorized Signatory
EQUANT HOLDINGS U.S., INC.
By: /s/ Richard Blaustein
---------------------
Richard Blaustein
Authorized Signatory
EQUANT ACQUISITION CORP.
By: /s/ Richard Blaustein
---------------------
Richard Blaustein
Vice President
<PAGE> 9
EXHIBIT INDEX
Exhibit Page
No. Description No.
--- ----------- ---
1. Agreement and Plan of Merger, dated as of June
30, 1999, by and among Equant N.V., Equant
Holdings U.S., Inc., Equant Acquisition Corp.
and TechForce Corporation, incorporated by
reference to Exhibit (c)(1) to the Schedule
14D-1.
2. Joint Press Release issued by TechForce
Corporation and Equant N.V. on June 30, 1999,
incorporated by reference to Exhibit (a)(8) to
the Schedule 14D-1.
3. Press Releases issued by Equant N.V. on
August 4, 1999 and August 9, 1999.
<PAGE> 1
TECHFORCE STOCKHOLDERS TENDER SHARES
Purchase of TechForce Positions Equant to Capture Bigger Piece
of Growing Market for International Data Services
04 August 1999 - ATLANTA, GA - - Equant today said TechForce Corp.
common stockholders have tendered 8,126,382, or 98.1 percent, of the outstanding
TechForce shares under the terms of Equant's purchase offer, which expired at
midnight on August 3, 1999. Equant needed at least a 90-percent tender rate to
move forward with its plans to acquire TechForce without scheduling a meeting of
TechForce's stockholders.
The purchase strengthens Equant's position as the leading provider of
seamless international data network services to multinational businesses by
expanding its ability to provide one-stop shopping for global data
communications services. This is the result of the additional router management,
network integration and desktop services capabilities Equant is gaining in the
United States through the deal.
"This acquisition is of immense benefit to Equant's multinational
customers and shareholders because it enhances Equant's stated objective of
fulfilling customers' communications requirements, right down to the desktop
anywhere in the world," said Didier Delepine, president and CEO of Equant.
Equant will complete the US $73.4-million acquisition by paying US
$8.50 per share in cash for TechForce's common stock and stock options by August
6, 1999.
About Equant
Equant (NYSE: ENT; Paris Bourse: EQU) operates the world's largest data
network in terms of geographic coverage, which extends to key business centers
in over 220 countries and territories. Using its network, Equant has established
itself as a leading provider of managed data network services, end-to-end, for
multinational businesses worldwide--including over 20 percent of the Global
1,000. Equant also provides network design and integration services; equipment
installation; maintenance and support services; and software development. See
www.equant.com for more information.
About TechForce
TechForce (NASDAQ: TFRC), a provider of network support solutions,
offers a portfolio of services for the life cycle support of multivendor
networks (LAN/WAN internetworking, IBM internetworking, and custom personal
computer support). The company's internetworking services, branded under the
TechCaresSM name, include consulting, network management, integration, and
maintenance. TechForce's desktop services provide repairs to extended warranty
retailers and manufacturers of personal computers and peripherals. In addition,
TechForce sells and leases new and refurbished networking equipment. TechForce
is headquartered in Clearwater, Fla. More information about TechForce can be
obtained by calling 727.533.3600 or by accessing www.techforce.com.
<PAGE> 2
DRAFT 1, AUGUST 9, 1999
CONTACT:
Marty Filipowski Tad Bixby/Dave Watson
Equant Ketchum
770.303.3736 404.287.2000 ext. 124/
[email protected] 404.877.1848
EQUANT COMPLETES MERGER WITH TECHFORCE
ATLANTA (August 9, 1999) - Equant announced today that it has completed the US
$73.4-million acquisition of TechForce by paying US $8.50 per share in cash for
TechForce's common stock and stock options.
As of August 6, 1999, Equant's indirect wholly owned subsidiary Equant
Acquisition Corp. had been merged with and into TechForce Corporation which
changed its name to Equant Integration Services, Inc. as part of the
transaction. As a result, each share of common stock of TechForce Corporation
not previously purchased in Equant's tender offer which expired at midnight on
August 3, 1999 had been converted into the right to receive $8.50 in cash. As
previously reported, Equant acquired 8,126,382 TechForce shares (or
approximately 98.12 percent of TechForce's issued and outstanding shares)
pursuant to the tender offer.
The purchase strengthens Equant's position as the leading provider of seamless
international data network services to multinational businesses by expanding its
ability to provide one-stop shopping for global data communications services.
This is the result of the additional router management, network integration and
desktop services capabilities Equant is gaining in the United States through the
deal.
ABOUT EQUANT
Equant (NYSE: ENT; Paris Bourse: EQU) operates the world's largest data network
in terms of geographic coverage, which extends to key business centers in over
220 countries and territories. Using its network, Equant has established itself
as a leading provider of managed data network services, end-to-end, for
multinational businesses worldwide--including over 20 percent of the Global
1,000. Equant also provides network design and integration services; equipment
installation; maintenance and support services; and software development. See
www.equant.com for more information.
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