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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): November 14, 1996
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ACCUSTAFF INCORPORATED
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(Exact name of registrant
as specified in its charter)
Florida 0-24484 59-3116655
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6440 Atlantic Boulevard, Jacksonville, FL 32211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 725-5574
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N/A
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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 November 14, 1996, AccuStaff Incorporated (the "Company") completed the
previously announced acquisition of Career Horizons, Inc. ("Career") pursuant to
the Agreement and Plan of Merger dated August 25, 1996, among the Company,
Career and Sunrise Merger Corporation (the "Merger"). Pursuant to the Merger,
the former shareholders of Career will receive 1.53 shares of AccuStaff common
stock for each share of Career common stock. An aggregate of approximately
27,626,843 shares of AccuStaff common stock will be issued in exchange for all
of the issued and outstanding common stock of Career. In connection with the
Merger, AccuStaff's common stock was listed for trading on the New York Stock
Exchange under the symbol "ASI".
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of
Career Horizons, Inc. have been previously filed with the Commission and are
incorporated by reference from the Company's registration statement on Form S-4
(Reg. No. 333-12207) and the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
(B) PRO FORMA FINANCIAL INFORMATION. The required pro forma financial
statements have been previously filed with the Commission and are incorporated
by reference from the Company's registration statement on Form S-4 (Reg. No.
333-12207) and the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger by and among AccuStaff Incorporated,
Sunrise Merger Corporation and Career Horizons, Inc. dated as of
August 25, 1996 (without schedules)/1/ incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated August
25, 1996, filed August 28, 1996.
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release dated November 14, 1996.
99.2 Press Release dated November 13, 1996.
/1/ AccuStaff shall supplementary furnish a copy of any omitted schedule to
the Securities and Exchange Commission upon request.
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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.
ACCUSTAFF INCORPORATED
By: /s/ Derek E. Dewan
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Derek E. Dewan
President and Chief Executive
Officer
Dated: November 14, 1996
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EXHIBIT INDEX
Page
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2.1 Agreement and Plan of Merger by and among AccuStaff Incorporated,
Sunrise Merger Corporation and Career Horizons, Inc. dated as of
August 25, 1996 (without schedules)/1/ incorporated by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K dated
August 25, 1996 filed August 28, 1996.
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release dated November 14, 1996.
99.2 Press Release dated November 13, 1996.
/1/ AccuStaff shall supplementary furnish a copy of any omitted schedule to
the Securities and Exchange Commission upon request.
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EXHIBIT 23.1
[LETTERHEAD OF COOPERS AND LYBRAND APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference herein and in the registration
statements of AccuStaff Incorporated on Form S-8 (File No.s 33-886262, 333-
06899, 333-16043, and 333-15701) of our reports follows:
. our report dated February 16, 1996, on our audits of the consolidated
financial statements of Career Horizons, Inc. and Subsidiaries as of December
31, 1995 and June 30, 1995 and 1994, and for the six months ended December
31, 1995 and for each of the three years in the period ended June 30, 1995.
. our report dated August 17, 1995, on our audits of the consolidated financial
statements of Career Horizons, Inc. and Subsidiaries as of June 30, 1995 and
1994, and for each of the three years in the period ended June 30, 1995.
We also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
November 22, 1996
New York, New York
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EXHIBIT 99.1
[LETTERHEAD OF ACCUSTAFF APPEARS HERE]
- -----------------------------------------------------News Release---------------
FOR IMMEDIATE RELEASE
Contact: Michael D. Abney Derek E. Dewan
Chief Financial Officer Chairman, President and CEO
(904) 725-5574 (904) 725-5574
ACCUSTAFF AND CAREER HORIZONS
ANNOUNCE COMPLETION OF MERGER
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COMBINED COMPANY TO TRADE ON NYSE
UNDER "ASI" ON NOVEMBER 15, 1996
JACKSONVILLE, Florida (November 14, 1996)--AccuStaff Incorporated
(Nasdaq/NM;ASTF) and Career Horizons, Inc. (NYSE:CHZ) today announced the
completion of the merger of Career Horizons, Inc. with and into a subsidiary of
AccuStaff Incorporated. Career Horizons will now operate as a subsidiary of
AccuStaff. The consolidated company, operating as AccuStaff Incorporated, begins
trading on the New York Stock Exchange under the symbol ASI on Friday, November
15, 1996. It is the fourth largest U.S. provider of strategic staffing,
consulting and outsourcing services with a total of over 750 offices in 43
states and combined annual estimated 1996 revenues in excess of $1.3 billion.
Estimated combined revenues for 1997, exclusive of future acquisitions, are
projected to be in excess of $1.7 billion.
Under terms of the agreement, Career Horizons' stockholders received 1.53
shares of AccuStaff stock for each share owned of Career Horizons' stock. The
transaction is valued at approximately $1 billion, will be accounted for as a
pooling of interests, and will be a tax-free reorganization.
AccuStaff Incorporated, headquartered in Jacksonville, Florida, is a
national provider of strategic staffing and outsourcing services to businesses,
professional and service organizations, and governmental agencies. AccuStaff now
has over 750 offices in 43 states and the District of Columbia.
This press release contains certain forward-looking statements 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 of the factors set forth under the "Risk Factors" and
elsewhere in the Company's Joint Proxy Statement/Prospectus dated October 8,
1996, and as discussed in the Company's reports of Forms 10-K, 10-Q and 8-K made
under the Securities and Exchange Act of 1934.
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Exhibit 99.2
[LETTERHEAD OF ACCUSTAFF APPEARS HERE]
- -------------------------------------------------NEWS RELEASE----------------
FOR IMMEDIATE RELEASE
Contact: Michael D. Abney Derek E. Dewan
Chief Financial Officer Chairman, President and CEO
(904) 725-5574 (904) 725-5574
ACCUSTAFF LISTS ON NEW YORK STOCK EXCHANGE
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NEW SYMBOL ASI
JACKSONVILLE, Fla. (November 13, 1996) - AccuStaff, Incorporated
(Nasdaq/NM:ASTF) today announced that the Company has been approved for listing
on the New York Stock Exchange. On Friday, November 15, 1996, the Company's
common stock will begin trading on the New York Stock Exchange under the symbol
ASI.
Derek E. Dewan, Chairman, President and Chief Executive Officer, said,
"Listing on the New York Stock Exchange is a significant milestone for AccuStaff
and highlights the rapid growth the Company has achieved. It affords our present
and potential stockholders the advantages of greater visibility, a broader
market for our shares, and a wider circle of interest in the Company's stock.
Considering the Company's size, the volume of trading in its stock and the broad
distribution of ownership, the New York Stock Exchange will best serve
AccuStaff's present and future needs and will be a positive factor in our
continuing acquisition program."
Dewan, together with other members of AccuStaff's management and
directors, will participate in a special opening-bell ceremony to be held on
Friday on the floor of the Exchange. CNBC will broadcast this event live at
approximately 9:30 a.m. eastern standard time on Friday.
AccuStaff will hold a special meeting of shareholders on Thursday,
November 14, 1996, wherein it is expected to obtain approval for its acquisition
of Career Horizons, Inc. (NYSE:CHZ), creating the fourth largest U.S. staffing
company.
AccuStaff Incorporated, headquartered in Jacksonville, Florida, is a
national provider of strategic staffing and outsourcing services to businesses,
professional and service organizations, and governmental agencies. Upon
completion of the acquisition of Career Horizons, AccuStaff will have over 750
offices in 43 states and the District of Columbia, and combined annual estimated
1997 revenues in excess of $1.7 billion.
